Common use of SUBSCRIPTION NOTICE Clause in Contracts

SUBSCRIPTION NOTICE. The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Springing Warrant for, and to purchase thereunder, ________________ shares of the Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Company to the Holder hereof and requests that certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to _____________________ whose address is ___________________ . The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- Signature guaranteed:

SUBSCRIPTION NOTICE. The undersigned, the Holderholder of the foregoing Warrant, hereby elects to exercise purchase rights represented by such Springing said Warrant for, and to purchase thereunder, ________________ thereunder shares of the Common Stock covered by such Springing said Warrant and herewith makes payment in full therefor pursuant to Section 1.1 of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Company to the Holder hereof such Warrant, and requests (a) that certificates for such shares (and any securities or other property deliverable issuable upon such exercise) be issued in the name of of, and delivered to, , and (b) if such shares shall not include all of the shares issuable as provided in said Warrant, that a new Warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to _____________________ whose address is ___________________ the undersigned. The undersigned agrees that, in represents that (1) the absence aforesaid shares of an effective registration statement with respect to Common Stock issued upon this exerciseare being acquired for the account of the undersigned for investment not with view to, or for resale in connection with, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate undersigned has no present intention of distributing or certificates representing reselling such shares; (2) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (3) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (4) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (5) the undersigned is aware that the aforesaid shares of Common Stock may bear not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company, and the Company has not made such information available and has no present plans to do so; and (6) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACTregistration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDERor the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDstating that such registration is not required. Dated: --------------------- Signature guaranteed:, 20___

SUBSCRIPTION NOTICE. The undersigned, the HolderHolder of the foregoing Warrant, hereby elects to exercise purchase rights represented by such Springing said Warrant for, and to purchase thereunderthereunder the number of shares of the Common Stock covered by said Warrant specified below and confirms its intention to make payment in full therefor pursuant to Section 1.1 of such Warrant and surrender of the foregoing Warrant prior to the Exercise Date specified below, and requests (a) that certificates for such shares (and any securities or other property issuable upon such exercise) be issued in the name of, and delivered the recipient specified below, and (b) if such shares shall not include all of the shares issuable as provided in said Warrant, that a new Warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to the undersigned. The Exercise Date shall be not less than seventy-five (75) days from the date of this Notice. The undersigned represents that (1) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment not with view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (2) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (3) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (4) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (5) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company, and the Company has not made such information available and has no present plans to do so; and (6) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. Dated: ______________, 20___ shares of the Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $_____Exercise Date: _________________ cash and/or by cancellation of $Shares: ______________ SUBSCRIBER: Recipient: ________________________ of indebtedness of the Company to the Holder hereof and requests that certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to ______________________________________ whose address is ________________________ . The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- Signature guaranteed:______________________________________ ________________________ ______________________________________

SUBSCRIPTION NOTICE. The undersignedWithin 10 Business Days after the Acceptance Period Commencement Date, Mitsui may deliver to S▇▇▇ a notice which, if delivered, must state: (i) the names of the members of the Mitsui Group that will subscribe for Top-Up Shares (“Mitsui Subscribers”); (ii) the number of Top-Up Shares to be subscribed for by each Mitsui Subscriber, which may be some or all of the Top-Up Shares but which in aggregate must be not more than the total number of Top-Up Shares offered under the Offer Notice; (iii) the class of Shares to be issued as Top-Up Shares (which must be ordinary Shares); (iv) the Subscription Price; (v) if any consents, rulings or approvals are required to be obtained or any notices are required to be lodged in relation to the application for, or issue of, the HolderTop-Up Shares under any law, hereby elects to exercise purchase rights represented by such Springing Warrant forregulation, and to purchase thereunderjudicial decree, ________________ shares of the Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Company order or judgment applicable to the Holder hereof and requests Mitsui Group, that certificates for such shares (and any securities or property deliverable upon such exercise) be issued the offer in the name Offer Notice is accepted subject to receipt of and delivered to _____________________ whose address is ___________________ . The undersigned agrees thatthose consents, rulings, approvals or lodgement of those notices (which shall be specified in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned notice); (vi) that each Mitsui Subscriber subscribing for Top-Up Shares is acquiring such Common Stock those Shares for investment its own account and not with a view to distribution thereof within the meaning of Section 2(11) of the Securities Act and that S▇▇▇ has made available to such Mitsui Subscriber the certificate opportunity to ask questions of the officers and management employees of S▇▇▇, and to acquire such additional information about the business and financial condition of S▇▇▇ as such Person has requested, and all such information has been received; and (vii) that in connection with the acquisition of the Top-Up Shares each Mitsui Subscriber subscribing for the Top-Up Shares represents the following to S▇▇▇: (A) such Person is either a “sophisticated investor” or certificates representing a “professional investor” as those terms are defined in section 708 of the Act or is a similar category of investor under any Relevant Securities Laws (such Common Stock as “qualified institutional investor” as that term is defined in the Securities and Exchange Law of Japan) and makes any other representations necessary to fall within the relevant exemption such that S▇▇▇ is under no obligation to issue any prospectus or other disclosure document under the Act or any Relevant Securities Laws in connection with the issue of the Top-Up Shares; (B) such Person understands that the Top-Up Shares have not been registered under any Relevant Securities Laws, including the Securities and Exchange Law of Japan; (C) subject to clause 2.3(e)(iii), such Person further acknowledges and understands that, for the purposes of any Relevant Securities Laws (including the Securities and Exchange Law of Japan), restrictions may bear apply on the transfer or other dealing in relation to the Top-Up Shares (including any sale in Japan or to a legend substantially resident of Japan or any corporation or other entity organised under the laws of Japan) unless they are subsequently registered under the Relevant Securities Laws or an exemption from such registration is available. Such Person further acknowledges and understands that S▇▇▇ is under no obligation to register the Top-Up Shares except as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- Signature guaranteed:otherwise agreed between the parties.

SUBSCRIPTION NOTICE. To: The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Springing Warrant for, and to purchase thereunder, ▇▇▇▇▇ Corporation Date:________________ shares of the Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Company to the Holder hereof and requests that certificates ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Suite 400 Arlington, VA 22209 Attn: Chief Executive Officer The undersigned hereby subscribes for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to _____________________ whose address is ___________________ shares of Common Stock covered by this Warrant and makes payment therefore in full of the price per share provided by this Warrant. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below. The undersigned agrees that, in the absence of an effective registration statement with respect to the Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended." The undersigned further agrees, represents and warrants that it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act") or is otherwise entitled to exercise the Warrant pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act. In order to obtain the benefits of that certain Amended and Restated Ownership Limit Waiver Agreement dated as of May 11, 2001, in substantially the form attached hereto as EXHIBIT 1, if desired by the undersigned, the undersigned also will execute, and deliver along with this Subscription Notice, a counterpart signature page to the Amended and Restated Ownership Limit Waiver Agreement. The undersigned also hereby makes those representations and that covenant set forth in EXHIBIT 2 to this Subscription Notice. --------------------------------- Signature --------------------------------- Name for Registration Mailing Address: --------------------------------- --------------------------------- Exhibit 1 to Exhibit A to Amended and Restated Contingent Securities Purchase Warrant The undersigned Subsequent Holder (as defined in the hereinafter mentioned Amended and Restated Ownership Limit Waiver Agreement) agrees to be bound by the terms of that certain Amended and Restated Ownership Limit Waiver Agreement, dated as of May 11, 2001, between The ▇▇▇▇▇ Corporation, a Delaware corporation, and iStar Preferred Holdings LLC, a Delaware limited liability company, as though the undersigned were the Buyer and has caused this Agreement to be signed by its duly authorized officer as of the date set forth below. [INSERT NAME OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE SUBSEQUENT HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated] Name: --------------------- Signature guaranteed:--------------------------------------- Title: -------------------------------------- Date: ------------------------------------- Exhibit 2 to Exhibit A to Amended and Restated Contingent Securities Purchase Warrant

SUBSCRIPTION NOTICE. The undersigned, the Holderholder of the foregoing Warrant, hereby elects to exercise purchase rights for shares of Common Stock represented by such Springing said Warrant for, and to purchase thereunder, ________________ thereunder shares of the Common Stock covered by such Springing said Warrant and herewith makes payment in full therefor pursuant to Section 1.1 of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Company to the Holder hereof such Warrant, and requests (a) that certificates for such shares (and any securities or other property deliverable issuable upon such exercise) be issued in the name of of, and delivered to, and (b) if such shares shall not include all of the shares issuable as provided in said Warrant, that a new Warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to _____________________ whose address is ___________________ the undersigned. The undersigned agrees that, represents that (1) unless being exercised in connection with the absence sale of an effective registration statement with respect to Common Stock issued upon this exercisepursuant to a public offering under the Securities Act or other offering exempt from registration under the Securities Act and applicable state law, the undersigned is acquiring such aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to to, or for resale in connection with, the distribution thereof and that the certificate undersigned has no present intention of distributing or certificates representing reselling such shares; (2) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (3) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (4) unless being exercised in connection with the sale of Common Stock pursuant to a public offering under the Securities Act or other offering exempt from registration under the Securities Act and applicable state law, the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (5) the undersigned is aware that the aforesaid shares of Comman Stock may bear not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company, and the Company has not made such information available and has no present plans to do so; and (6) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Comman Stock unless and until there is then in effect a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACTregistration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDERor the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDstating that such registration is not required. Dated: --------------------- Signature guaranteed, 20 [INSERT NAME OF HOLDER] By: Name: Title:

SUBSCRIPTION NOTICE. The undersigned, the Holderholder of the foregoing Warrant, hereby elects to exercise purchase rights represented by such Springing said Warrant for, and to purchase thereunder, ________________ thereunder shares of the Common Stock covered by such Springing said Warrant and herewith makes payment in full therefor therefore pursuant to Section 1.1 of $______________________ cash and/or by cancellation of $________________________ of indebtedness of the Company to the Holder hereof such Warrant, and requests (a) that certificates for such shares (and any securities or other property deliverable issuable upon such exercise) be issued in the name of of, and delivered to, , and (b) if such shares shall not include all of the shares issuable as provided in said Warrant, that a new Warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to _____________________ whose address is ___________________ the undersigned. The undersigned agrees that, in represents that (1) the absence aforesaid shares of an effective registration statement with respect to Common Stock issued upon this exerciseare being acquired for the account of the undersigned for investment not with view to, or for resale in connection with, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate undersigned has no present intention of distributing or certificates representing reselling such shares; (2) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (3) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (4) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (5) the undersigned is aware that the aforesaid shares of Common Stock may bear not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company, and the Company has not made such information available and has no present plans to do so; and (6) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACTregistration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDERor the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIREDstating that such registration is not required. Dated: --------------------- Signature guaranteed:, 20

SUBSCRIPTION NOTICE. The undersigned, the Holder, hereby elects to exercise purchase rights represented by such Springing the Warrant dated May 14, 2004 for, and to purchase thereunder, ________________ shares of the Common Stock covered by such Springing Warrant and herewith makes payment in full therefor of $______________________ $ cash and/or by cancellation of $________________________ $ of indebtedness of the Company to the Holder hereof and requests that certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to _____________________ whose address is ___________________ . The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- , Signature guaranteed:

SUBSCRIPTION NOTICE. The undersigned, the Holderholder of the foregoing Warrant, hereby elects to exercise purchase rights represented by such Springing said Warrant for, and to purchase thereunder, ______thereunder __________ shares of the Common Stock covered by such Springing said Warrant and herewith makes payment in full therefor pursuant to Section 1.1 of $such Warrant, and requests (a) that certificates for such shares (and any securities or other property issuable upon such exercise) be issued in the name of, and delivered to, __________________, _____________________ cash and/or and (b) if such shares shall not include all of the shares issuable as provided in said Warrant, that a new Warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to the undersigned. Except to the extent the shares of Common Stock being acquired are registered for public resale by cancellation the holder, the undersigned represents that (1) the aforesaid shares of $Common Stock are being acquired for the account of the undersigned for investment not with view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (2) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (3) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (4) the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (5) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company, and the Company has not made such information available and has no present plans to do so; and (6) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. Name: Signature Dated:________________________ of indebtedness of the Company to the Holder hereof and requests that certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to , _____________________ whose address is ___________________ . The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Dated: --------------------- Signature guaranteed:

SUBSCRIPTION NOTICE. The undersigned, the Holderholder of the foregoing Warrant, hereby elects to exercise purchase rights represented by such Springing Warrant for, and to purchase thereunder, for ________ shares of Common Stock represented by said Warrant for, and to purchase thereunder _________ shares of the Common Stock covered by such Springing said Warrant and herewith makes payment in full therefor pursuant to Section l.1 of $such Warrant, and requests (a) that certificates for such shares (and any securities or other property issuable upon such exercise) be issued in the name of, and delivered to, and (b) if such shares shall not include all of the shares issuable as provided in said Warrant, that a new Warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to the undersigned. The undersigned represents that (1) unless being exercised in connection with the sale of Common Stock pursuant to a public offering under the Securities Act or other offering exempt from registration under the Securities Act and applicable state law, the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment not with view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (2) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (3) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (4) unless being exercised in connection with the sale of Common Stock pursuant to a public offering under the Securities Act or other offering exempt from registration under the Securities Act and applicable state law, the undersigned understands that the shares of Common Stock issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (5) the undersigned is aware that the aforesaid shares of ▇▇▇▇▇▇▇ Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company, and the Company has not made such information available and has no present plans to do so; and (6) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of ▇▇▇▇▇▇▇ Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. Dated: _____________________, 20_ cash and/or by cancellation of $________________________ of indebtedness of the Company to the Holder hereof and requests that certificates for such shares (and any securities or property deliverable upon such exercise) be issued in the name of and delivered to _____________________ whose address is ___________________ . The undersigned agrees that, in the absence of an effective registration statement with respect to Common Stock issued upon this exercise, the undersigned is acquiring such Common Stock for investment and not with a view to distribution thereof and that the certificate or certificates representing such Common Stock may bear a legend substantially as follows[INSERT NAME OF ▇▇▇▇▇▇] By: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. UNLESS THEY ARE SOLD PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SAID ACT, THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. DatedName: --------------------- Signature guaranteedTitle: