Common use of Redemption of Warrants Clause in Contracts

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary the date of the Prospectus, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price for a period of 20 trading days in any 30 trading day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary the date of the ProspectusCompany, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 .05 per Warrant, provided the average closing bid quotation last reported sale price of the Common Stock as reported on the Nasdaq Stock MarketOver-The-Counter Electronic Bulletin Board ("OTCBB"), if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq SmallCap Market or National Market (or other reporting system that provides last sale prices), has been in excess of 150at least 200% of the Exercise Price then current Warrant exercise price for a period of 20 30 trading days in any 30 trading day period ending not more than 15 days prior to the date on which the Company gives notice of redemption, subject to the right of the holder to exercise such Warrants prior to redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary the date of the Prospectusat ---------------------- any time, in whole or in part, on not less than thirty (30) days' days prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock MarketOTC Bulletin Board, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq market (or other reporting system that provides last sale prices), has been in excess of 150at least 600% of the then current Exercise Price of the Warrants, for a period of 20 15 consecutive trading days in any 30 trading day period ending not more than 15 within five days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holdersHolders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerHolders pursuant to Section 12 hereof. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. On and after the date fixed for redemption, the holder shall have no right with respect to the Warrant except to receive $.01 per Warrant upon surrender of the Warrant. If any Shares have not been registered pursuant Section 6 of the Stock Purchase Agreement, the Company agrees not to redeem any of the Warrants under this Section 7 until 30 days after a registration statement under the Securities Act (a "Registration Statement") has been declared effective with respect to such Shares. The Company shall notify the Holders of its intention to file such a Registration Statement pursuant to Section 12, hereof.

Redemption of Warrants. The Warrants, excluding the Underwriter's Warrants and Warrants issuable thereunder, are redeemable by the Company commencing on the first anniversary of the date of the ProspectusProspectus included in the Registration Statement, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock The NASDAQ SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the NASDAQ National Market (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price for any 20 trading days within a period of 20 30 consecutive trading days in any 30 trading ending on the 15th day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date of mailing in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary the date of the Prospectus, in whole or in part, on not less than thirty ten (3010) days' prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation of the Class A Common Stock as reported on the Nasdaq SmallCap Stock Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale sales prices), has been in excess of 150at least 135% of the then current Exercise Price of the Warrants, for a period of 20 10 consecutive trading days in any 30 trading day period ending not more than 15 within three days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holdersWarrantholders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i1) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary the date of the ProspectusCompany, in whole or in part, on not less than thirty ten (3010) days' Business Days prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation price of the Common Stock as reported on the Nasdaq Stock Market, OTC Bulletin Board if traded thereon, or in the "pink sheets" as reported by the National Quotation Bureau, Inc., or if not traded thereon, the average closing sale price as reported by Bloomberg, L.P., if listed on the Nasdaq Stock market or a national securities exchange (or other reporting system that provides last sale prices), ) has been in excess of 150% of at least $2.00, for the Exercise Price for a period of 20 trading days in any 30 trading consecutive Trading Days ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. .. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerregister maintained by the Company. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first second anniversary of the date of the ProspectusProspectus (or earlier with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the The Nasdaq Stock SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price at least $8.00 per share for a period of 20 consecutive trading days in any 30 trading ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $13.75 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. If the Company elects to call the Warrants for redemption, it may require all Holders that wish to exercise Warrants to do so on a cashless basis as described in Section 6(c). Notwithstanding the foregoing, no Insider Warrants shall be redeemable at the option of the Company so long as they are held by RAC Investors, LLC, a Delaware limited liability company (the “Sponsor”) or a Permitted Transferee; provided that the fact that one or more Insider Warrants are non-redeemable because they are held by the Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Insider Warrants that are not held by the Sponsor or a Permitted Transferee pursuant to the preceding paragraph. The Public Warrants may be exercised in accordance with Section 6(c) of this Warrant Agreement at any time after notice of redemption shall have been given by the Company commencing on the first anniversary the date of the Prospectus, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price for a period of 20 trading days in any 30 trading day period ending not more than 15 days pursuant to Section 13 hereof and prior to the time and date on which fixed for redemption, provided, however, that the Company gives notice of redemptionmay elect to require that the Warrant Price for such Public Warrants be paid through a cashless exercise pursuant to Section 6(c) hereof. Any On and after the redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to date, the holders record holder of the Public Warrants at their respective addresses appearing in shall have no further rights except to receive, upon surrender of the Warrant registerPublic Warrants, the redemption price. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given Except for a redemption in accordance with this Agreement Section 6, no holder of any Warrant shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant under this Agreement, regardless of whether or not a registration statement is current under the registered holder receives such notice. No failure Act with respect to mail such notice nor any defect therein or in the mailing thereof shall affect the validity Common Stock issuable upon exercise of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemptionWarrants.

Redemption of Warrants. 10.1. The Warrants are redeemable by the Company commencing on the first anniversary the date of the Prospectus, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation sale price of the Common Stock as reported on the Nasdaq Stock MarketMarket ("Nasdaq"), if traded thereon, or if not traded thereon, the average closing last reported sale price if listed on a national securities exchange the Over the Counter Bulletin Board (or other reporting system that provides last sale prices), has been in excess of 150at least 300% of the Exercise then current Purchase Price for a period of 20 trading days in any 30 trading day period ending not more than 15 days days, subject to the right of the Registered Holder to exercise such Warrants prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Registered Holders. The Company and its legal counsel will confirm such notice of redemption with the Warrant holdersAgent prior to the date of redemption. The redemption notice shall be mailed to the holders of the Warrants Registered Holders at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder Registered Holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant Registered Holder (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notwithstanding the foregoing, Registered Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary the date of the Prospectus---------------------- at any time, in whole or in part, on not less than thirty (30) days' days prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock MarketOTC Bulletin Board, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq market (or other reporting system that provides last sale prices), has been in excess of 150at least 667% of the then current Exercise Price of the Warrants, for a period of 20 15 consecutive trading days in any 30 trading day period ending not more than 15 within five days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holdersHolders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerHolders pursuant to Section 12 hereof. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.date

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first second anniversary of the date of the ProspectusProspectus (or earlier with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price at least $8.00 per share for a period of 20 consecutive trading days in any 30 trading ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. 10.1. The Warrants are redeemable by the Company commencing on the first anniversary the date of the ProspectusCompany, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation sale price of the Common Stock as reported on the Nasdaq Stock MarketMarket ("Nasdaq"), if traded thereon, or if not traded thereon, the average closing last reported sale price if listed on a national securities exchange the Over the Counter Bulletin (or other reporting system that provides last sale prices), has been in excess of 150at least 300% of the Exercise then current Purchase Price for a period 30 consecutive trading days, subject to the right of 20 trading days in any 30 trading day period ending not more than 15 days the Registered Holder to exercise such Warrants prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holdersRegistered Holders. 10.2. The redemption In the event the Company exercises it right to redeem the Warrants, it shall give or cause to be given notice shall be mailed to the holders Registered Holders by mailing to such Registered Holder a notice of the Warrants redemption at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder Registered Holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant Registered Holder (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Registered Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary date that is one year from the date of this Agreement, (or earlier with the Prospectusconsent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice (the date of notice being referred to as the "Notice Date" and the date set for redemption is referred to as the "Redemption date") at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the The Nasdaq Stock SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices), has been in excess of averaged 150% of the Exercise Price then current Warrant exercise price (initially $____ per share, subject to adjustment), for a period of 20 trading days in any during the 30 trading day period ending not more than 15 days prior to the date on which Notice Date, subject to the Company gives notice right of redemptionthe holder to exercise such Warrants prior to the Redemption Date. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerregister as of the Notice Date. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. Unless otherwise specified herein, sending a notice of redemption shall not obligate the Company to redeem such Warrants if market conditions or the circumstances of the Company on the Redemption Date, have changed materially.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on ______________, 1999 [the first second anniversary of the date of the ProspectusProspectus relating to the Initial Public Offering] (or earlier with the consent of the Representative), in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the The Nasdaq Stock SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price at least $8.00 per share for a period of 20 consecutive trading days in any 30 trading ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. 10.1. The Warrants are redeemable by the Company commencing on the first anniversary the date of the Prospectus, in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 .01 per Warrant, provided the average closing bid quotation sale price of the Common Stock as reported on the Nasdaq Stock MarketMarket ("Nasdaq"), if traded thereon, or if not traded thereon, the average closing last reported sale price if listed on a national securities exchange the Over the Counter Bulletin (or other reporting system that provides last sale prices), has been in excess of 150at least 300% of the Exercise Price then current Warrant exercise price for a period of 20 trading days in any 30 trading day period ending not more than 15 days days, subject to the right of the Registered Holder to exercise such Warrants prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Registered Holders. The Company and its legal counsel will confirm such notice of redemption with the Warrant holdersAgent prior to the date of redemption. The redemption notice shall be mailed to the holders of the Warrants Registered Holders at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder Registered Holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant Registered Holder (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notwithstanding the foregoing, Registered Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on _____________, 1999 [the first second anniversary of the date of the Prospectus] (or earlier with the consent of Network 1), in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the The Nasdaq Stock SmallCap Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price at least $8.00 per share for a period of 20 consecutive trading days in any 30 trading ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first anniversary of the date of the ProspectusProspectus (with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 .05 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price at least $8.00 per share, for a period of 20 consecutive trading days in any 30 trading ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by (a) Subject to satisfaction of the Redemption Conditions, the Company commencing shall redeem the Warrants on the first anniversary Redemption Date for cash in an amount equal to the date Warrant Value as of the ProspectusRemarketing Date in accordance with Section 3.04. (b) A Holder may elect to exercise a Warrant in lieu of Redemption, if (i) such Warrant is held pursuant to the Unit Agreement, and such Holder has opted out of participating in the Remarketing, by notice given to the Warrant Agent and the Unit Agent as provided in the Unit Agreement; or (ii) such Warrant is not held pursuant to the Unit Agreement, by notice given to the Warrant Agent, in whole or in parteach case prior to 5:00 p.m., New York time, on not less than thirty (30) days' the Business Day prior written notice at to the related Redemption Date. In the absence of an election to exercise a redemption price Warrant in lieu of $.10 per Warranta Redemption, provided the average closing bid quotation of the Common Stock as reported a Holder will be deemed to have elected to have its Warrants redeemed on the Nasdaq Stock MarketRedemption Date. (c) If a Holder elects to exercise a Warrant pursuant to paragraph (b) above, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of then such Holder shall tender the Exercise Price for such Warrant as a period of 20 trading days Cash Payment, and shall follow the procedures set forth in any 30 trading day period ending not more than 15 days prior Section 3.02; provided, however, that if (i) such Warrant is, on the Remarketing Date, held pursuant to the date on which Unit Agreement, (ii) such Holder has not opted out of participating in the Company gives notice Remarketing, and (iii) a Successful Remarketing shall have occurred, then the Exercise Price of redemption. Any redemption in part such Warrant shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed deemed to have been duly given paid by a Remarketing Payment, and the Remarketing Agent will, in connection with such Remarketing Payment, apply the proceeds of the Remarketing of the related Preferred Security in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity terms of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of Remarketing Agreement and the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemptionUnit Agreement.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the first second anniversary the date of the ProspectusProspectus (with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.10 .05 per Warrant, provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price at least $8.00 per share, for a period of 20 consecutive trading days in any 30 trading ending on the third day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption.