Common use of Procedure for Exercise of Warrant Clause in Contracts

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness in order of maturity of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchasedpurchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or, subject to compliance with Section 7.2, such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. (a) Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Price Value (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y × (FMV - WP) FMV Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP FMV = the Current Fair Market Price Value (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current "Fair Market Price” Value" of one share of the Company's Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but only and not on the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the average of the closing bid and asked prices as of five business trading days immediately prior to the date of exercise indicated in the Notice of ExerciseExercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (iii) if there is no active public market, the Current Fair Market Price Value shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the principal office of the Company in accordance with Section 5.1 hereofCompany, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Legal Department: (i) a duly executed completed and signed Notice of Exercise in substantially (including the form Substitute Form W-9, which forms a part thereof), as attached hereto as Schedule A, ; (ii) delivery of payment to the Company of the Warrant Exercise Price then in effect for each any manner specified in subsection (c) of the Shares being purchased, as designated in the Notice of Exercise, this Section 1.3; and (iii) this Warrant. Payment Upon irrevocable payment in good collected funds of the aggregate Exercise Price (rounded up to the nearest cent) for the Warrant Price Shares being purchased, the Holder shall be deemed to be the holder of record of such Warrant Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder. (b) The Company shall, as promptly as practicable after completion of the actions specified in Section 1.3(a) above (the “Date of Exercise”), and in no event later than three (3) business days after the Date of Exercise, cause to be executed, and deliver to the Holder a certificate representing the aggregate number of Warrant Shares specified in the Notice of Exercise. Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and shall be registered in cashthe name of the Holder. If this Warrant shall have been exercised only in part, certified the Company shall, at the time of delivery of said stock certificate or official bank check payable certificates, deliver to the order Holder a new Warrant evidencing the right of the CompanyHolder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the preparation, execution and delivery of such stock certificates. (c) The Exercise Price shall be payable (i) in cash or its equivalent, payable by wire transfer of immediately available funds to a bank account specified by the Company’s account (Company or any combination of any by certified or bank cashiers’ check in lawful money of the foregoing) in the amount United States of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price America; or (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceledii) by presentation and surrender of this Warrant to the Company at the its principal office offices with a written notice of the Company in accordance with Section 5.1Holder’s intention to effect a cashless exercise, together with the Notice including a calculation of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the Holder pursuant to shall surrender this net exercise Y = the Warrant, in whole or in part, for that number of shares of Common Stock purchasable under determined by multiplying the number of Warrant orShares to which such Holder would otherwise be entitled by a fraction, if only a portion the numerator of which shall be the excess of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the then Current Market Price (as of the date of such calculation) of one per share of Common Stock WP = over the Warrant Exercise Price, and the denominator of which shall be the then Current Market Price (as adjusted as per share of the date of such calculation) Common Stock. For purposes of this Warrantsubsection (c), the “Current Market Price” of one share of means, with respect to the Common Stock as of a particular date shall be determined as follows: Stock, on any given day, (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock last trade, as reported on such exchange as of five the Nasdaq Capital Market (or other comparable system) on the business days day immediately prior to the date on which the Holder surrenders this Warrant to the Company for the purposes of exercise indicated in the Notice Cashless Exercise, not identified as having been reported late to such system during regular trading hours, or (ii) if the Common Stock is so traded, but not so reported, the average of Exercise the last bid and ask prices, as those prices are reported on the Nasdaq Capital Market (or if no reported sales took place other comparable system) during regular trading hours on such day, the last date on which any such sales took place business day immediately prior to the date on which the Holder surrenders this Warrant to the Company for the purposes of exercise); the Cashless Exercise, or (iiiii) if traded over-the-counter but the Common Stock is not listed or authorized for trading on the Nasdaq Stock MarketCapital Market or any comparable system, the Current Market Price shall be deemed to be the average of the closing bid and asked ask prices as furnished by two members of five business days immediately prior the National Association of Securities Dealers, Inc. selected from time to time in good faith by the date Board of exercise indicated Directors for that purpose. If the Common Stock is not listed and traded in a manner that the Notice of Exercise; and (iii) if there is no active public marketquotations referred to above are available for the period required hereunder, the Current Market Price per share of Common Stock shall be deemed to be the fair market value per share of the Common Stock as of the date of exercise, such security as determined in good faith by the Board of Directors Directors. For purposes of Rule 144 promulgated under the CompanySecurities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iiic) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that such five trading day period shall be extended by the number of trading days during such period on which trading in the Company’s Common Stock is suspended, by, or not traded on the Nasdaq SmallCap Stock Market or a subsequent market on which the Common Stock is then listed.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Preferred Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 11 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) of one share of Common Stock is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Preferred Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.111 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Preferred Stock computed using the following formula: Where: X PS = WPS x (CMP-WP) -------------- CMP Where PS equals the number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise Y = WPS equals the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price of one share of Common Stock (at the date of such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” shares of one share Preferred Stock so purchased, registered in the name of Common Stock the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Preferred Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. The Warrant may be exercised in --------------------------------- whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, of the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or wire transfer said checks, payment of funds the Exercise Price with respect to the Company’s account (or any combination of any Warrants being exercised may be made, at the option of the foregoing) Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to Debenture (the contrary, if the Current Market Price (as defined below"Debenture") is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to --------- the Holder pursuant to this net exercise Y = the number Debenture Purchase Agreement, dated as of shares February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase ------------------ Agreement") (or forgiveness of Common Stock purchasable any accrued and unpaid interest thereon, whether --------- or not payment of such interest has been suspended pursuant to the provisions of such Debenture), even during a period in which an Event of Default (as defined in the Debenture Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the Warrant orbeing exercised; and in such a case, if only this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a portion new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of the Exercise Price with respect to the Warrant being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 11 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding purchased and any provisions herein amount required to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. In the event of any additional considerationexercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock equal so purchased, registered in the name of Holder or, subject to compliance with Section 6.2, such other name or names as may be designated by Holder, shall be delivered to Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the value of the “spread” on the Shares (or the portion thereof being canceled) rights represented by surrender of this Warrant at shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the principal office number of the Company in accordance shares (except a remaining fractional share), if any, with Section 5.1, together with the Notice of Exercise, in respect to which event the Company this Warrant shall issue not then have been exercised shall also be issued to the Holder hereof a number of within such time. The person in whose name any certificate for shares of Common Stock computed using is issued upon exercise of this Warrant shall for all purposes be deemed to have become the following formula: Where: X = holder of record of such shares on the number date on which Holder shall have complied with the conditions for exercise of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant orset forth above, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as irrespective of the date of delivery of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of certificate, except that, if the date of such calculation) For purposes compliance is a date when the stock transfer books of this WarrantCompany are closed, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) ------------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of Holder or such other name or names as of a particular date may be designated by Holder, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. (a) Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Price Value (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y × (FMV – WP) FMV Where: X = the number of shares of Common Stock to be issued Issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = FMV= the Current Fair Market Price Value (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current "Fair Market Price” Value" of one share of the Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but only and not on the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the average of the closing bid and asked prices as of over the five business trading days immediately prior to the date of exercise indicated in the Notice of ExerciseExercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (iii) if there is no active public market, the Current Fair Market Price Value shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. (a) Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Price Value (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y × (FMV - WP) FMV Where: X = the number of shares of Common Stock to be issued Issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP FMV = the Current Fair Market Price Value (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current "Fair Market Price” Value" of one share of the Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but only and not on the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the average of the closing bid and asked prices as of over the five business trading days immediately prior to the date of exercise indicated in the Notice of ExerciseExercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (iii) if there is no active public market, the Current Fair Market Price Value shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 8 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Company has completed a Qualified Public Offering and the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.18 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X = CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be exercised being exercised, at the date of such calculation CMP = equals the Current Market Price (as of defined below) at the date of such calculation) of one share of Common Stock calculation WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes of this Warrantcalculation As used herein, the “Current Market Price” Price of one Common Stock shall mean with respect to each share of Common Stock as of a particular date shall be determined as follows: Stock: (i) if the Common Stock is traded on a national securities exchange or through the quoted on The Nasdaq Stock Market, the Current Market Price fair market value shall be deemed to be the volume weighted average trading price of the closing prices over a twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise)is being determined; or (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq Stock Market but is actively traded over-the-counter but not on the Nasdaq Stock Marketcounter, the Current Market Price fair market value shall be deemed to be the average of the closing bid and asked prices as of five business reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days immediately prior to before the date of exercise indicated in day the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the current fair market value of the Common Stock as is being determined; (iii) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded in the over-the-counter market, the current fair market value of Common Stock shall be the date price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of exerciseCommon Stock sold by the Company, for authorized but unissued shares, as determined in good faith by the Board Board, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the holders of Directors Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the Companysecurities and other property received by the holders of the Common Stock per share of Common Stock pursuant to such merger, acquisition or other consolidation. In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant the Holder shall not then have been exercised shall also be issued to the Holder hereof within such time. Upon exercise, the holder of this Warrant shall for all purposes be deemed to have become the holder of record of the shares of Common Stock issued upon such exercise on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, the Holder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule A, hereto; (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased; (iii) an executed Stockholders Agreement in the form attached in Exhibit A hereto (the "Stockholders Agreement"); and (iv) this Warrant. Notwithstanding any provisions herein to In the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder event of any additional considerationexercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock equal to so purchased, registered in the value name of the “spread” on Holder or such other name or names of permitted transferees under this Agreement as may be designated by the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1Holder, together with the Notice of Exercise, in which event the Company shall issue be delivered to the Holder hereof within a number of shares of Common Stock computed using reasonable time after the following formula: Where: X = rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder pursuant to this net exercise Y = the number of hereof within such time. The person in whose name any certificate for shares of Common Stock purchasable under is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant or, if only a portion was surrendered (along with the documentation required by this Section 3.1) and payment of the Warrant is being exercisedPrice and any applicable taxes was made, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as irrespective of the date of delivery of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of certificate, except that, if the date of such calculation) For purposes surrender and payment is a date when the stock transfer books of this Warrantthe Company are closed, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on stock transfer books are open. The Company represents that the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average stock transfer books of the closing bid and asked prices Company will not be closed so as of five business days immediately prior to unreasonably interfere with the date of timely exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as Warrant by the Holder in accordance with the terms of the date of exercise, as determined in good faith by the Board of Directors of the CompanyWarrant.

Procedure for Exercise of Warrant. The Warrant may be exercised in whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, of the Exercise Price payable in respect of the Warrant Shares being exercised. In addition to payments of the Exercise Price by cash or wire transfer said checks, payment of funds the Exercise Price with respect to the Company’s account (or any combination of any Warrants being exercised may be made, at the option of the foregoing) Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to Debenture (the contrary, if the Current Market Price (as defined below"Debenture") is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number Debenture Purchase Agreement, dated as of shares February 25, 1997, by and between the Company and the Holder (the "Debenture Purchase Agreement") (or forgiveness of Common Stock purchasable any accrued and unpaid interest thereon, whether or not payment of such interest has been suspended pursuant to the provisions of such Debenture), even during a period in which an Event of Default (as defined in the Debenture Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the Warrant orbeing exercised; and in such a case, if only this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a portion new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of the Exercise Price with respect to the Warrant being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the principal office of Company, at Nanophase Technologies Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Facsimile No. (630) 771-0825, Attention: Chief Financial Officer (or at such other address as the Company in accordance with Section 5.1 hereofmay hereafter provide), at any time prior to the Expiration Date: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the completed and signed Notice of Exercise, as attached hereto; (ii) cash or a certified or official bank check, payable to the order of the Company in the amount of the aggregate Exercise Price for the Warrant Shares being purchased; and (iii) this Warrant. Payment Upon irrevocable payment in good collected funds of the Warrant aggregate Exercise Price may be in cash, certified or official bank check payable (rounded up to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoingnearest cent) in the amount of for the Warrant Price for each share Shares being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price holder of record of such Warrant Shares, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing such Warrant Shares may not then be actually delivered to the Holder. (b) The Company shall, as promptly as practicable after completion of the actions specified in Section 1.3(a) above, and in no event later than five (5) business days after the completion of such actions, direct its Common Stock on such exchange as of five business days immediately prior registrar and transfer agent to execute to the date Holder a certificate representing the aggregate number of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated Warrant Shares specified in the Notice of Exercise; . Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and (iii) if there is no active public marketshall be registered in the name of the Holder. If this Warrant shall have been exercised only in part, the Current Market Price shall be Company shall, at the fair market value time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates representing Common Stock as issued upon exercise of the date of exercise, as determined in good faith by the Board of Directors of the Companythis Warrant.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) ---------------------------------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder Warrants may exercise this --------------------------------- be exercised prior to 5:00 p.m. EST on February 28, 2007 (the "Expiration Date") at the Exercise Price. The Warrants may be exercised by surrendering Warrant by delivering the following Certificate(s) representing Warrants to be exercised to the principal office of Company at its address set forth in Section 4.5 hereof, together with the Company Election to Purchase duly completed and executed, accompanied by payment in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculationfull, as set forth below), to the Holder may elect to receive, without Company of the payment Exercise Price for each Warrant Share purchased on exercise of Warrants. Such Exercise Price shall be paid either (i) by the Holder of any additional consideration, shares of Common Stock cash or a certified check or a wire transfer in same day funds in an amount equal to the value Exercise Price multiplied by the number of the “spread” on the Warrant Shares then being purchased; (or the portion thereof being canceledii) by surrender of this Warrant at the principal office of surrendering to the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using having a Fair Market Value (defined below) as measured on the following formula: Where: X = date of exercise equal to the Exercise Price for the number of exercised Warrant Shares; or (iii) by instructing the Company to reduce the number of shares of Common Stock eligible to be issued to the Holder purchased pursuant to this net exercise Y = the Warrant by that number (subject to Section 3.4 with respect to any fractional shares which would be issued) of shares of Common Stock purchasable under (herein referred to as the "Cancelled Warrant or, if only Shares") having a portion Net Value (as defined below) equal to the Exercise Price of the exercised Warrant is being exercisedShares. For purposes hereof, that portion the term "Net Value" shall mean the excess of the Warrant requested to be exercised CMP = the Current Fair Market Price Value (as measured on the Exercise Date) over the Exercise Price. In the event the Net Value of the date Cancelled Warrant Shares exceeds the Exercise Price of the Exercised Shares by reason of the Net Value of a fractional share, the Company shall pay the Holder such calculation) excess amount in cash. For purposes hereof, Fair Market Value of one share of Common Stock WP = the Warrant Price (as adjusted a specified security as of the date of such calculation) For purposes of this Warrantany date, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be means the average of the closing bid and asked prices for the shares of the specified security as reported by the National Association of Securities Dealers Automated Quotation National Market ("NNM") for the five business (5) trading days immediately prior to preceding such date, or (ii) if the date NNM is not the principal trading market for the specified security, the average of exercise indicated in the Notice of Exercise; and last reported sale prices on the principal trading market for the specified security during the same period, or (iii) if there is no active public marketmarket value cannot be calculated as of such date on any of the foregoing bases, the Current Fair Market Price Value shall be the average fair market value as reasonably determined by a nationally recognized investment banking firm selected by the Company and reasonably acceptable to the Holder, with the costs of the Common Stock as of appraisal to be borne by the Company. As used herein, the term "Exercise Date" with respect to any Warrant means the date of exercise, on which such Warrant is exercised as determined in good faith by the Board of Directors of the Companyprovided herein.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as provided above permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------- CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equal the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. The Warrant may be --------------------------------- exercised in whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, or wire transfer of funds in an amount equal to the Company’s account product of (or any combination i) the Exercise Price multiplied by (ii) the number of any Warrant Shares being purchased. In addition to payments of the foregoingExercise Price by cash or said checks, payment of the Exercise Price with respect to the Warrant(s) being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be Debenture issued to the Holder pursuant to this net exercise Y = the Securities Purchase Agreement (or forgiveness of any accrued and unpaid interest thereon, even during a period in which an Event of Default (as defined in the Securities Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the number of shares Warrant Shares being purchased; and in such a case, this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of Common Stock purchasable under the Exercise Price with respect to the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. The Warrant may be exercised in --------------------------------- whole or in part during the Exercise Period by surrendering this Warrant, with the purchase form provided for herein duly executed by the Holder may exercise this Warrant or by delivering the following to Holder's duly authorized attorney-in-fact, at the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated or at such other office or agency in the Notice of ExerciseUnited States as the Company may designate by notice in writing to the Holder accompanied by payment in full, and (iii) this Warrant. Payment of the Warrant Price may be in cash, bank cashier's check or certified or official bank check payable to the order of the Company, or wire transfer of funds in an amount equal to the Company’s account product of (or any combination i) the Exercise Price multiplied by (ii) the number of any Warrant Shares being purchased. In addition to payments of the foregoingExercise Price by cash or said checks, payment of the Exercise Price with respect to the Warrant(s) being exercised may be made, at the option of the Holder, by the reduction in the principal amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be Debenture issued to the Holder pursuant to this net exercise Y = the Securities Purchase Agreement (or forgiveness of any accrued and unpaid interest thereon, even during a period in which an Event of Default (as defined in the Securities Purchase Agreement) has occurred and is continuing under such Debenture, in an amount equal to the Exercise Price with respect to the number of shares Warrant Shares being purchased; and in such a case, this Warrant shall be accompanied by said Debenture (with the purchase form duly executed) which shall be substituted and replaced by a new Debenture identical in form and content to the original Debenture except that principal amount shall be appropriately reduced to reflect the reduction in the principal amount applicable to the payment of Common Stock purchasable under the Exercise Price with respect to the Warrant or, if only a portion being exercised. If fewer than all of the Warrant is Shares are being exercised, that portion the Company shall, upon exercise prior to the end of the Expiration Period, execute and deliver to the Holder a new certificate (dated the date hereof) evidencing the balance of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyShares that remain exercisable.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) / CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “"Current Market Price” " of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering the following in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (lii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP - WP) ---------------- CMP where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or (subject to compliance with applicable securities laws) such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be he issued to the Holder pursuant to this net exercise exercise: Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” "CURRENT MARKET PRICE" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise (a) Upon the occurrence of a Sale Trigger Event (but only in the event that the Sale Trigger Event occurs on or before the Expiration Date), this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, shall be automatically exercised and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to Holder that number of whole shares of Common Stock (or, if applicable, the consideration per whole share that holders of Common Stock are entitled to receive in the transaction constituting a Sale Trigger Event) computed using the formula set forth in subsection (c) below. (b) Upon the occurrence of a Qualified IPO, the Holder shall have the right, during the Post-IPO Term, to exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock) by delivering to Company at its office referred to in Section 13 hereof a at any time and from time to time during the Post-IPO Term of this Warrant the Notice of Exercise in the form of Exhibit A attached hereto, in which event Company shall issue to Holder that number of whole shares of Common Stock computed using the following formulaformula set forth in subsection (c) below. (c) The formula referred to in subsections (a) and (b) above shall be as follows: Where: X = Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) (d) For purposes In the event of any exercise (whether in accordance with subsection (a) or (b) above) of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased (if applicable in the case of an exercise in accordance with subsection (a) above), registered in the name of Holder or, subject to compliance with Section 7.2, such other name or names as of a particular date may be designated by Holder, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (15) days after (i) the consummation of a Sale Trigger Event, or (ii) the exercise of such rights in accordance with subsection (b). The person in whose name any certificate for shares of Common Stock is issued upon such exercise shall for all purposes be deemed to have become the holder of record of such shares on the date of the such exercise, irrespective of the date of delivery of such certificate, except that, if traded on the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office of the Company referred to in accordance with Section 5.1 hereof12 hereof at any time and from time to time: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. (a) Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Price Value (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: FMV 1 Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP FMV = the Current Fair Market Price Value (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current "Fair Market Price” Value" of one share of the Company's Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but only and not on the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the average of the closing bid and asked prices as of five business trading days immediately prior to the date of exercise indicated in the Notice of ExerciseExercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (iii) if there is no active public market, the Current Fair Market Price Value shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iiic) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) ------------------ CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional Warrant Share), Warrant Holder shall deliver to Parent at its office referred to in Section 8 at any time (the following “Exercise Date”) and from time to time during the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the CompanyParent, or wire transfer of funds to the CompanyParent’s account account, or cancellation of any indebtedness of Parent to Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Conversion Preferred Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Parent referred to in accordance with Section 5.18, together with the Notice of Exercise, in which event the Company Parent shall issue to the Warrant Holder hereof a that number of shares of Common Stock whole Warrant Shares computed using the following formula: Where: X = PS equals the number of shares of Conversion Preferred Stock to be issued to Warrant Holder (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock to be issued to Warrant Holder) WPS equals the Holder pursuant to this net exercise Y = number of shares of Conversion Preferred Stock purchasable under the Warrant (or if the Warrant Shares are shares of Common Stock, the number of shares of Common Stock purchasable under the Warrant orWarrant), if only a portion of the Warrant is being exercised, that under the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMV equals the Current Market Value of the number of shares of Common Stock into which one share of Common Conversion Preferred Stock is convertible (at the date of such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes This Warrant shall be exercised by the Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for Warrant Shares are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of this Warrant, Parent shall deliver to Warrant Holder the “Current Market Price” certificate or certificates for the Warrant Shares so purchased within the number of one share days specified in Rule 15c6-1 under the Exchange Act applicable to open market transactions, provided that immediately prior to the close of Common Stock as of a particular date shall be determined as follows: (i) if traded business on a national securities exchange or through the Nasdaq Stock MarketExercise Date, the Current Market Price exercising Warrant Holder shall be deemed to be the volume weighted average trading price holder of record of the Common Stock on Warrant Shares issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed or that certificates representing such exchange as of five business days immediately Warrant Shares shall not then be actually delivered to such Person. Immediately prior to the date close of exercise indicated business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the Notice case of Exercise (or if no reported sales took place on such daya partial exercise, the last date on which any such sales took place prior to the date extent of exercisethe portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of Warrant Shares into which this Warrant has been exercised; and (ii) if traded over-the-counter but not on exercise the Nasdaq Stock Market, rights to which the Current Market Price shall be deemed to be the average Warrant Holder is entitled as a holder of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyWarrant Shares.

Procedure for Exercise of Warrant. (a) The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 4.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, Exhibit A and (ii) this Warrant. If the Notice of Exercise delivered to the Company indicates that the Holder has elected to exercise this Warrant by paying the exercise price in cash, and if the Fair Market Value (as defined in Section 1.2(b)) is greater than the Warrant Price as of the day of exercise, then the Company may elect to require the Holder to exercise this Warrant using the net exercise method set forth in Section 1.2(b) if the Company provides written notice to the Holder (in accordance with Section 4.1) within five business days following its receipt of the Notice of Exercise (a “Company Net Exercise Election”). If the Holder has elected to pay the exercise price of this Warrant in cash and the Company fails to make a timely Company Net Exercise Election, the Holder may, after such fifth business day, deliver payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to . (b) If the contrary, if the Current Fair Market Price (as defined below) Value is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, or if the Company makes a Company Net Exercise Election, the Holder will receive, without the payment by the Holder of any additional considerationconsideration and subject to the provisions of Section 1.2(c), shares of Common Stock equal to the value of the “spread” on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.14.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.:

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 11 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the aggregate Warrant Price for each share Warrant Share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.111 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes Subject to the limitations set forth in Section 6.2 hereof regarding the transfer of Warrant Shares, in the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” Warrant Shares so purchased, registered in the name of one share of Common Stock the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of Warrant Shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for Warrant Shares is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the aggregate Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. This Warrant may be exercised in whole --------------------------------- or in part by the Holder may at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised (at the date of exercise) CMP = equals the Current Market Price (as of at the date of such calculationexercise) of one share of Common Stock WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share); (ii) , if traded over-the-counter but any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Nasdaq Stock Marketdate on which the Notice of Exercise and Warrant is delivered to the Company and payment of the Warrant Price and any applicable taxes is made, irrespective of the Current Market Price date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to be have become the average holder of such shares at the closing bid and asked prices as close of five business days immediately prior to on the next succeeding date of exercise indicated in on which the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place place: on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise;, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may exercise Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivering the following delivery to the principal Company (or such other office or agency of the Company as it may designate by notice in accordance with Section 5.1 hereof: (iwriting to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in substantially form annexed hereto. Within three (3) Trading Days following the form attached date of exercise as Schedule Aaforesaid, (ii) payment of the Warrant Holder shall deliver the aggregate Exercise Price then in effect for each of the Shares being purchased, as designated shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account nor shall any medallion guarantee (or any combination other type of guarantee or notarization) of any Notice of the foregoing) in the amount of the Warrant Price for each share being purchasedExercise form be required. Notwithstanding any provisions anything herein to the contrary, if the Current Market Price (as defined below) is greater than Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Price Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (at 3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of calculationsuch purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, as set forth below)by acceptance of this Warrant, the Holder may elect to receiveacknowledge and agree that, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value reason of the “spread” on the Shares (or the portion thereof being canceled) by surrender provisions of this Warrant at paragraph, following the principal office purchase of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this WarrantShares hereunder, the “Current Market Price” number of one share of Common Stock as of a particular date shall Warrant Shares available for purchase hereunder at any given time may be determined as follows: (i) if traded on a national securities exchange or through less than the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not amount stated on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companyface hereof.

Procedure for Exercise of Warrant. (a) Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. . (b) Notwithstanding any provisions herein to the contrary, if the Current Fair Market Price Value (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y (FMV - WP) FMV Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP FMV = the Current Fair Market Price Value (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current "Fair Market Price” Value" of one share of the Company's Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but only and not on the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the average of the closing bid and asked prices as of five business trading days immediately prior to the date of exercise indicated in the Notice of ExerciseExercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); and (iii) if there is no active public market, the Current Fair Market Price Value shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded.

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the principal office of the Company in accordance with Section 5.1 hereofat any time prior to March 31, 2009: (i) a duly executed completed and signed Notice of Exercise in substantially (including the form Substitute Form W-9, which forms a part thereof), as attached hereto as Schedule A, ; (ii) payment cash or a certified or official bank check, payable to the order of the Warrant Price then Company in effect for each the amount of the aggregate Exercise Price for the Warrant Shares being purchased, as designated in the Notice of Exercise, ; and (iii) this Warrant. Payment Upon irrevocable payment in good collected funds of the Warrant aggregate Exercise Price may be in cash, certified or official bank check payable (rounded up to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoingnearest cent) in the amount of for the Warrant Price for each share Shares being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price holder of record of such Warrant Shares, notwithstanding that the stock transfer books of the Common Stock on Company may then be closed or that certificates representing such exchange as of five business days immediately prior Warrant Shares may not then be actually delivered to the date Holder. (b) The Company shall, as promptly as practicable after completion of exercise indicated the actions specified in the Notice of Exercise (or if no reported sales took place on such daySection 1.3(a), the last date on which any such sales took place prior cause to be executed, and deliver to the date Holder a certificate representing the aggregate number of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated Warrant Shares specified in the Notice of Exercise; . Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and (iii) if there is no active public marketshall be registered in the name of the Holder. If this Warrant shall have been exercised only in part, the Current Market Price shall be Company shall, at the fair market value time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the right of the Holder to purchase the remaining shares of Common Stock as covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the preparation, execution and delivery of the date of exercise, as determined in good faith by the Board of Directors of the Companysuch stock certificates.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding twenty (i20) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) the original of this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contraryforegoing, except as set forth below, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as proportionally adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock Capital Market, the Current Market Price shall be deemed to be the volume weighted average trading closing sale price of the Common Stock on such exchange or market as of five the business days day immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock Capital Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices price as of five the business days day immediately prior to the date of exercise indicated in the Notice of Exercise; (c) if traded in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the Current Market Price shall be the most recent bid price per share of the Common Stock so reported prior to the date of exercise indicated in the Notice of Exercise; and (iiid) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by an independent appraiser selected by the Board of Directors of the Company.

Procedure for Exercise of Warrant. (a) The Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 4.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, Exhibit A and (ii) this Warrant. If the Notice of Exercise delivered to the Company indicates that the Holder has elected to exercise this Warrant by paying the exercise price in cash, and if the Fair Market Value (as defined in Section 1.2(b)) is greater than the Warrant Price as of the day of exercise, then the Company may elect to require the Holder to exercise this Warrant using the net exercise method set forth in Section 1.2(b) if the Company provides written notice to the Holder (in accordance with Section 4.1) within five business days following its receipt of the Notice of Exercise (a “Company Net Exercise Election”). If the Holder has elected to pay the exercise price of this Warrant in cash and the Company fails to make a timely Company Net Exercise Election, the Holder may, after such fifth business day, deliver payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to . (b) If the contrary, if the Current Fair Market Price (as defined below) Value is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, or if the Company makes a Company Net Exercise Election, the Holder will receive, without the payment by the Holder of any additional considerationconsideration and subject to the provisions of Section 1.2(c), shares of Common Stock equal to the value of the “spread” on the Shares shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.14.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued Issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP FMV = the Current Fair Market Price Value (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current “ Fair Market PriceValue” of one share of the Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the most recent five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise)Exercise; (ii) if traded over-the-counter but only and not on the Nasdaq Stock Market, the Current Fair Market Price Value shall be deemed to be the average of the closing bid and asked prices as of over the most recent five business trading days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Fair Market Price Value shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided, that any such five trading day period referenced above shall be extended by the number of trading days during such period on which trading in the Company’s Common Stock is suspended by, or not traded on, the securities exchange, Nasdaq Stock Market or over-the-counter market on which the Common Stock is then listed or traded. (c) If either the Holder or the Company elects that this Warrant will be exercised using the net exercise method set forth in Section 1.2(b), then the Company, at its option, may further elect, in connection with such net exercise, to (i) issue to the Holder the number of shares of Common Stock that would be issuable pursuant to Section 1.2(b) or (ii) pay to the Holder a cash amount equal to the Fair Market Value of the number of shares of Common Stock that otherwise would be issuable pursuant to Section 1.2(b) (the “Cash Spread”).

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering Warrant, the following Holder shall deliver to the Company at its principal office referred to in Section 11 hereof at any time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price and (iii) this Warrant. (b) In lieu of exercising this Warrant as defined belowprovided in subsection (a) is greater than the Warrant Price (at the date of calculation, as set forth below)above, the Holder of this Warrant may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock receive Warrant Shares equal to the value of the “spread” on the Shares this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.111 hereof at any time during the Term of this Warrant, together with the Notice notice of Exercisesuch election, in which event the Company shall issue to the Holder hereof a the number of shares Warrant Shares of Common Stock computed using in accordance with the following formula: WhereX = Y(A-B)/A WHERE: X = the number of shares of Common Stock to be issued to the Holder pursuant to of this net exercise Warrant; Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP under this Warrant; A = the Current Market Price of one share of the Company's Common Stock; and B = the Warrant Price(as adjusted to the date of such calculations). In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased or surrendered, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (as 15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made (to the extent exercised in accordance with subsection (a) hereof), irrespective of the date of delivery of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of certificate, except that, if the date of such calculation) For purposes surrender and payment is a date when the stock transfer books of this Warrantthe Company are closed, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open."

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the principal office of Company, at 1600 Harbor Bay Parkway, Alameda, California 94502, Facsimile No. (___) ___-____, ▇▇▇▇▇▇▇▇▇: _________, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ the Company in accordance with Section 5.1 hereofExpiration Date: (i) a duly executed completed and signed Notice of Exercise in substantially (including the form Substitute Form W-9, which forms a part thereof), as attached hereto as Schedule A, ; (ii) payment cash or a certified or official bank check, payable to the order of the Warrant Price then Company in effect for each the amount of the aggregate Exercise Price for the Warrant Shares being purchased, as designated in the Notice of Exercise, ; and (iii) this Warrant. Payment Upon irrevocable payment in good collected funds of the Warrant aggregate Exercise Price may be in cash, certified or official bank check payable (rounded up to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoingnearest cent) in the amount of for the Warrant Price for each share Shares being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price holder of record of such Warrant Shares, notwithstanding that the stock transfer books of the Common Stock on Company may then be closed or that certificates representing such exchange Warrant Shares may not then be actually delivered to the Holder. (b) The Company shall, as promptly as practicable after completion of the actions specified in Section 1.3(a) above, and in no event later than five (5) business days immediately prior after the completion of such actions, cause to be executed, and deliver to the date Holder a certificate representing the aggregate number of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated Warrant Shares specified in the Notice of Exercise; . Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and (iii) if there is no active public marketshall be registered in the name of the Holder. If this Warrant shall have been exercised only in part, the Current Market Price shall be Company shall, at the fair market value time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the right of the Common Stock as Holder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the preparation, execution and delivery of the date of exercise, as determined in good faith by the Board of Directors of the Companysuch stock certificates.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole --------------------------------- or in part (but not as any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) ------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. This Warrant may be exercised in --------------------------------- whole or in part by the Holder may at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: CS = WCS X = (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised (at the date of exercise) CMP = equals the Current Market Price (as of at the date of such calculationexercise) of one share of Common Stock WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share); (ii) , if traded over-the-counter but any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Nasdaq Stock Marketdate on which the Notice of Exercise and Warrant is delivered to the Company and payment of the Warrant Price and any applicable taxes is made, irrespective of the Current Market Price date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to be have become the average holder of such shares at the closing bid and asked prices as close of five business days immediately prior to on the next succeeding date of exercise indicated in on which the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “"Current Market Price” " of one share of the Company's Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock SmallCap Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company; provided that such five trading day period shall be extended by the number of trading days during such period on which trading in the Company's Common Stock is suspended, by, or not traded on the Nasdaq SmallCap Stock Market or a subsequent market on which the Common Stock is then listed.

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the Company, at its principal executive office (or such other office of the Company in accordance with Section 5.1 hereof: the United States as the Company may designate by notice in writing to the Holder) on or prior to 5:00 p.m. local Miami, Florida time on the Expiration Date, (i) a duly executed Notice the Warrant Certificate attached hereto completed to specify the type and number of Exercise in substantially Warrant Securities as to which the form attached as Schedule AHolder is electing to exercise under this Warrant, (ii) payment consideration in an amount equal to the aggregate Exercise Price of the Warrant Price then in effect for each of the Shares Securities being purchased, as designated in the Notice consisting of Exercise, and (iiiA) this Warrant. Payment of the Warrant Price may be in cash, cash or a certified or official bank check check, payable to the order of the Company, or wire transfer (B) cancellation by the Holder of funds indebtedness of the Company to the Company’s account Holder, or (or any C) a combination of any (A) and (B) above, and (iii) if this Warrant is being exercised in whole or the last fraction of the foregoingthis Warrant is being exercised, this Warrant. (b) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) fair market value of one share of the Warrant Securities for which this Warrant is being exercised is greater than the Exercise Price for one share of such Warrant Price Securities (determined at the date of calculation, as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock such Warrant Securities equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1Company, together with the Notice of Exerciseproperly endorsed Warrant Certificate, substantially in the form as attached hereto, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock such Warrant Securities computed using the following formula: WhereWS = WSP x (FMV-EP) -------------- FMV WHERE: X = WS equals the number of shares of Common Stock the applicable Warrant Securities to be issued to the Holder pursuant to this net exercise Y = Holder; WSP equals the number of shares of Common Stock the applicable Warrant Securities purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = (at the Current Market date of such calculation); FMV equals the fair market value of one share of the applicable Warrant Securities being exercised (at the date of such calculation); and EP equals the per share Exercise Price of the applicable Warrant Securities (as of adjusted to the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) Warrant. For purposes of this Warrantthe above calculation, the “Current Market Price” fair market value ("FMV") of one share of Common Stock as of a particular date the Warrant Securities shall be determined as follows: in accordance with the provisions of Section 2.3 hereof. Notwithstanding the foregoing, where there exists a public market for the Class A Common Stock at the time of such exercise, the FMV per share of (i) if traded on a national securities exchange Class A Common Stock or through the Nasdaq Class B Common Stock Market, the Current Market Price shall be deemed equal to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices of the Class A Common Stock quoted in the Over-The-Counter Market Summary or the average of the last reported sale price of the Class A Common Stock or the closing price quoted on the Nasdaq National Market System or on any exchange on which the Class A Common Stock is listed, whichever is applicable, as of published in The Wall Street Journal for the five business (5) trading days immediately prior to the date of exercise indicated in determination of the Notice of Exercise; FMV, and (iiiii) if there is no active public marketSeries B Preferred Stock shall be equal to the FMV of one share of Class B Common Stock, calculated as set forth in clause (i) above, multiplied by the then effective Series B Conversion Ratio. Upon receipt of the Warrant Certificate, the Current Market Price consideration, if any, and the Warrant, as applicable, the Holder shall be deemed to be the fair market value holder of record of the Common Stock as Warrant Securities issuable upon such exercise, notwithstanding that the stock transfer books of the date of exerciseCompany shall then be closed or that certificates representing such Warrant Securities shall not then be actually delivered to the Holder, and the Company shall, as determined promptly as practicable, and in good faith any event within five (5) business days thereafter, execute or cause to be executed and delivered to the Holder, or as the Holder may direct, a certificate or certificates representing the aggregate number of shares of Warrant Securities specified in said Warrant Certificate. Each stock certificate so delivered shall be in such denomination as may be requested by the Board Holder. If this Warrant shall have been exercised only in part, the Company shall, at the time of Directors delivery of said stock certificate or certificates, deliver to the Holder a certificate evidencing the fraction of this Warrant which remains exercisable. The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2.2, except that, in case such stock certificates shall be registered in a name or names other than the name of the CompanyHolder, funds sufficient to pay all stock transfer taxes, which shall be payable upon the execution and delivery of such stock certificate or certificates, shall be paid by the Holder to the Company at the time of delivering this Warrant to the Company as mentioned above.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness in order of maturity of the Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchasedpurchased and any amount required to be paid by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant to Section 3, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 6) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X = CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of Holder or, subject to compliance with Section 7.2, such other name or names as of a particular date may be designated by Holder, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole --------------------------------- or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X formula (a "Net Exercise"): CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. This Warrant may be --------------------------------- exercised in whole or in part by the Holder may at any time, or from time to time, prior to the expiration of the Term. To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check chock payable to the order of the Company, Company or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculationexercise, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised (at the date of exercise) CMP = equals the Current Market Price (as of at the date of such calculationexercise) of one share of Common Stock WP = equals the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise) In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as may be designated by the Holder, shall be delivered to the Holder hereof within a reasonable time, not exceeding fifteen (15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share); (ii) , if traded over-the-counter but any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Nasdaq Stock Marketdate on which the Notice of Exercise and Warrant is delivered to the Company and payment of the Warrant Price and any applicable taxes is made, irrespective of the Current Market Price date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to be have become the average holder of such shares at the closing bid and asked prices as close of five business days immediately prior to on the next succeeding date of exercise indicated in on which the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s 's account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “"spread” " on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y x (CMP-WP) ------------ CMP Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “"Current Market Price” " of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering the following in whole or in part (but not as to any fractional share of Series A-2 Stock), Holder shall deliver to the principal Company at its office referred to in Section 14 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account account, or cancellation of any indebtedness of the Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Series A-2 Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Series A-2 Stock computed using the following formula: Where: X PS = WPS x (CMP-WP) CMP Where PS equals the number of shares of Common Series A-2 Stock to be issued to the Holder pursuant to this net exercise Y = WPS equals the number of shares of Common Series A-2 Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Warrant Holder shall deliver to Parent at its office referred to in Section 10 at any time (the following “Exercise Date”) and from time to time during the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of Exhibit A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the CompanyParent, or wire transfer of funds to the CompanyParent’s account account, or cancellation of any indebtedness of Parent to Warrant Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) Value is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Warrant Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Parent referred to in accordance with Section 5.110 hereof, together with the Notice of Exercise, in which event the Company Parent shall issue to the Warrant Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X = CS equals the number of shares of Common Stock to be issued to Warrant Holder WCS equals the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Adjusted Warrant Number or, if only a portion of the Warrant is being exercised, that the Adjusted Warrant Number for the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMV equals the Current Market Value (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes This Warrant shall be exercised by the Warrant Holder by the surrender of this Warrant to Parent at any time during usual business hours at Parent’s principal place of business, accompanied by written notice, substantially in the form of Exhibit A attached hereto, that the Warrant Holder elects to exercise all or a portion of this Warrant and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by Parent) by a written instrument or instruments of transfer in form reasonably satisfactory to Parent duly executed by the Warrant Holder or its duly authorized attorney. Upon exercise of this Warrant, Parent shall deliver to Warrant Holder the “Current Market Price” certificate or certificates for the shares of one share Series B Preferred Stock so purchased within the number of Common Stock as days specified in Rule 15c6-1 under the Exchange Act with respect to open market transactions; provided that immediately prior to the close of a particular date shall be determined as follows: (i) if traded business on a national securities exchange or through the Nasdaq Stock MarketExercise Date, the Current Market Price exercising Warrant Holder shall be deemed to be the volume weighted average trading price holder of record of the shares of Common Stock, as applicable, issuable upon exercise of this Warrant, notwithstanding that the share register of Parent shall then be closed or that certificates representing such Common Stock on shall not then be actually delivered to such exchange as of five business days immediately Person. Immediately prior to the date close of exercise indicated business on the Exercise Date, all rights with respect to this Warrant so exercised, including the rights, if any, to receive notices, will terminate (in the Notice case of Exercise (or if no reported sales took place on such daya partial exercise, the last date on which any such sales took place prior to the date extent of exercisethe portion of this Warrant so exercised), except only the rights of the Warrant Holder to (i) receive certificates for the number of shares of Common Stock, into which this Warrant has been exercised; and (ii) if traded over-the-counter but not on exercise the Nasdaq Stock Market, rights to which the Current Market Price shall be deemed to be the average Warrant Holder is entitled as a holder of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the CompanyStock.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to In the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder event of any additional considerationexercise of the rights represented by this Warrant, a certificate or certificates for the shares of Common Stock equal to so purchased, registered in the value name of the “spread” on Holder or such other name or names as may be designated by the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1Holder, together with the Notice of Exercise, in which event the Company shall issue be delivered to the Holder hereof within a number of shares of Common Stock computed using reasonable time, not exceeding fifteen (15) days, after the following formula: Where: X = rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder pursuant to this net exercise Y = the number of hereof within such time. The person in whose name any certificate for shares of Common Stock purchasable under is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant or, if only a portion was surrendered and payment of the Warrant is being exercisedPrice and any applicable taxes was made, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as irrespective of the date of delivery of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of certificate, except that, if the date of such calculation) For purposes surrender and payment is a date when the stock transfer books of this Warrantthe Company are closed, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), Holder shall deliver to Company at its office referred to in Section 14 hereof at any time and from time to time during the following to the principal office Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form of EXHIBIT A attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or cancellation of any indebtedness of Company to Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), the in lieu of exercising this Warrant as hereinabove permitted, Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.114 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of whole shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) ------------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of Holder or such other name or names as of a particular date may be designated by ▇▇▇▇▇▇, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which Holder shall have complied with the conditions for exercise of this Warrant set forth above, irrespective of the date of delivery of such certificate, except that, if the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in ------------------------------------ whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 13 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.113 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may exercise (a) Upon the occurrence of a Sale Trigger Event (but only in the event that the Sale Trigger Event occurs on or before the Expiration Date), this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (i) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, shall be automatically exercised and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to Holder that number of whole shares of Common Stock (or, if applicable, the consideration per whole share that holders of Common Stock are entitled to receive in the transaction constituting a Sale Trigger Event) computed using the formula set forth in subsection (d) below. (b) If the Exercise Event is a Qualified IPO, then upon the occurrence of a Qualified IPO, the Holder shall have the right, during the Post-Exercise Event Term, to exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock) by delivering to Company at its office referred to in Section 13 hereof at any time and from time to time during the Post-Exercise Event Term of this Warrant the Notice of Exercise in the form of Exhibit A attached hereto. In such event of a Qualified IPO, this Warrant shall be exercisable, in the aggregate for all exercises of this Warrant, for an aggregate of up to that number of whole shares of Common Stock computed using the following formulaformula set forth in subsection (d) below or, if the Holder elects to pay the Warrant Price in cash, the Holder shall receive, against such payment of the Warrant Price, the full number of whole shares of Common Stock issuable upon such exercise. (c) If the Exercise Event is the occurrence of the Tranche 3 Loan Drawdown, then upon the occurrence of the Tranche 3 Loan Drawdown the Holder shall have the right, during the Post-Exercise Event Term, to exercise this Warrant in whole or in part (but not as to any fractional share of Common Stock) by delivering to Company at its office referred to in Section 13 hereof at any time and from time to time during the Post-Exercise Event Term of this Warrant the Notice of Exercise in the form of Exhibit A attached hereto. In such event of the occurrence of the Tranche 3 Loan Drawdown, this Warrant shall be exercisable, in the aggregate for all exercises of this Warrant, for an aggregate of up to 2,768,744 whole shares of Common Stock. (d) The formula referred to in subsections (a) and (b) above shall be as follows: Where: X CS = WCS x (CMP-WP) CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) (e) For purposes In the event of any exercise (whether in accordance with subsections (a), (b) or (c) above) of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased (if applicable in the case of an exercise in accordance with subsection (a) above), registered in the name of Holder or, subject to compliance with Section 7.2, such other name or names as of a particular date may be designated by Holder, shall be determined as follows: delivered to Holder hereof within a reasonable time, not exceeding fifteen (15) days after (i) the consummation of a Sale Trigger Event, or (ii) the exercise of such rights in accordance with subsections (b) or (c). The person in whose name any certificate for shares of Common Stock is issued upon such exercise shall for all purposes be deemed to have become the holder of record of such shares on the date of the such exercise, irrespective of the date of delivery of such certificate, except that, if traded on the date of such compliance is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.

Procedure for Exercise of Warrant. Holder may (a) To exercise this Warrant by delivering in whole or in part, the following Holder shall deliver to the principal office of Company, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Chief Financial Officer, at any time prior to the Company in accordance with Section 5.1 hereofExpiration Date: (i) a duly executed completed and signed Notice of Exercise in substantially (including the form Substitute Form W-9, which forms a part thereof), as attached hereto as Schedule A, ; (ii) payment cash or a certified or official bank check, payable to the order of the Warrant Price then Company in effect for each the amount of the aggregate Exercise Price for the Warrant Shares being purchased, as designated in the Notice of Exercise, ; and (iii) this Warrant. Payment Upon irrevocable payment in good collected funds of the Warrant aggregate Exercise Price may be in cash, certified or official bank check payable (rounded up to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoingnearest cent) in the amount of for the Warrant Price for each share Shares being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at the date of calculation, as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price holder of record of such Warrant Shares, notwithstanding that the stock transfer books of the Common Stock on Company may then be closed or that certificates representing such exchange Warrant Shares may not then be actually delivered to the Holder. (b) The Company shall, as promptly as practicable after completion of the actions specified in Section 1.3(a) above, and in no event later than five (5) business days immediately prior after the completion of such actions, cause to be executed, and deliver to the date Holder a certificate representing the aggregate number of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated Warrant Shares specified in the Notice of Exercise; . Each stock certificate so delivered shall be in such denomination as may be requested by the Holder and (iii) if there is no active public marketshall be registered in the name of the Holder. If this Warrant shall have been exercised only in part, the Current Market Price shall be Company shall, at the fair market value time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the right of the Common Stock as Holder to purchase the remaining Warrant Shares covered by this Warrant. The Company shall pay all expenses, stock transfer taxes and other charges payable in connection with the preparation, execution and delivery of the date of exercise, as determined in good faith by the Board of Directors of the Companysuch stock certificates.

Procedure for Exercise of Warrant. Holder may exercise this Warrant by delivering the following to the principal office of the Company in accordance with Section 5.1 hereof: (ia) a duly executed Notice of Exercise in substantially the form attached as Schedule A, (iib) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iiic) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined below) is greater than the Warrant Price (at as of the date day of calculation, as set forth below)exercise, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of the “spread” on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company in accordance with Section 5.1, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant requested to be exercised CMP = the Current Market Price (as of the date of such calculation) of one share of Common Stock WP = the Warrant Price (as adjusted as of the date of such calculation) For purposes of this Warrant, the “Current Market Price” of one share of the Company’s Common Stock as of a particular date shall be determined as follows: (ia) if traded on a national securities exchange or through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the volume weighted average trading price of the Common Stock on such exchange as of for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise); (iib) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of for the five (5) business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iiic) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Company.

Procedure for Exercise of Warrant. Holder may To exercise this Warrant by delivering in whole or in part (but not as to any fractional share of Common Stock), the following Holder shall deliver to the principal Company at its office referred to in Section 12 hereof at any time and from time to time during the Term of the Company in accordance with Section 5.1 hereofthis Warrant: (i) a duly executed the Notice of Exercise in substantially the form attached as Schedule Ahereto, (ii) payment of the Warrant Price then in effect for each of the Shares being purchased, as designated in the Notice of Exercise, and (iii) this Warrant. Payment of the Warrant Price may be in cash, certified or official bank check payable to the order of the Company, or wire transfer of funds to the Company’s account 's account, or evidence of any indebtedness of the Company to the Holder (or any combination of any of the foregoing) in the amount of the Warrant Price for each share being purchased, and (iii) this Warrant. Notwithstanding any provisions herein to the contrary, if the Current Market Price (as defined belowin Section 5) is greater than the Warrant Price (at the date of calculation, as set forth below), in lieu of exercising this Warrant as hereinabove permitted, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value (as determined below) of the “spread” on the Shares this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company referred to in accordance with Section 5.112 hereof, together with the Notice of Exercise, in which event the Company shall issue to the Holder hereof a that number of shares of Common Stock computed using the following formula: Where: X CS = WCS x (CMP-WP) -------------- CMP Where CS equals the number of shares of Common Stock to be issued to the Holder pursuant to this net exercise Y = WCS equals the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that the portion of the Warrant requested to be being exercised CMP = the Current Market Price (as of at the date of such calculation) CMP equals the Current Market Price (at the date of one share of Common Stock such calculation) WP = equals the Warrant Price (as adjusted as of to the date of such calculation) For purposes In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the “Current Market Price” of one share shares of Common Stock so purchased, registered in the name of the Holder or such other name or names as of a particular date may be designated by the Holder, shall be determined as follows: delivered to the Holder hereof within a reasonable time, not exceeding fifteen (i15) days, after the rights represented by this Warrant shall have been so exercised; and, unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if traded any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a national securities exchange or through date when the Nasdaq Stock Marketstock transfer books of the Company are closed, the Current Market Price such person shall be deemed to be have become the volume weighted average trading price holder of such shares at the Common Stock close of business on such exchange as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last next succeeding date on which any such sales took place prior to the date of exercise); (ii) if traded over-the-counter but not on the Nasdaq Stock Market, the Current Market Price shall be deemed to be the average of the closing bid and asked prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (iii) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as of the date of exercise, as determined in good faith by the Board of Directors of the Companystock transfer books are open.