Common use of Warrants and Issuance of Warrant Certificates Clause in Contracts

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 88 and to the limitation provided in Section 23. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 5,000,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (iI) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Warrant holders in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 88 and to the limitation provided in Section 23. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,000,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (iI) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Warrant holders in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 309,734 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Warrantholders in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof Owner of the Warrant Certificates representing such Warrant to purchase one Warrant Share in accordance with the terms hereofquarter of one share of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 8. (b) 9; and provided that Warrants may only be exercised in whole numbers for whole shares of Common Stock. Warrant Certificates in representing [__________] Firm Warrants and evidencing the form right to purchase an aggregate of Exhibit A annexed hereto [__________] shares of Common Stock of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the number of Firm Warrants purchased by the Registered Holder shall to be delivered to the Registered Holder. (c) From time to time, up Warrant Agent shall be in direct relation to the Firm Shares sold as a Unit in the Company's Public Offering and shall be attached to certificates representing such corresponding number of Firm Shares. The Warrant Expiration Date, Certificates representing the Transfer Firm Warrants will be issued and delivered on written order of the Company signed by its President and attested by its Secretary or Assistant Secretary. The Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . The Over-Allotment Warrants shall be identical to the Firm Warrants, as described herein. Up to [__________] Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to [__________] shares of Common Stock of the Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature on exercise of the option to purchase Over-Allotment Warrants by the Underwriters in accordance with the Underwriting Agreement. Except as provided in Section 8 hereof, share certificates representing the Warrant Shares shall be issued except (i) those initially issued hereunder, (ii) those issued only on or after the Initial Exercise DateSeparation Date on exercise of the Warrants or on transfer or exchange of the Warrant Shares. The Warrant Agent, upon if other than the Company's Transfer Agent, shall arrange with the Transfer Agent for the issuance and registration of all Warrant Shares. The Warrants are exercisable in even numbers, for whole shares of the Company’s Common Stock. In the case of the exercise of fewer less than all the Warrants represented by any Warrant in a Certificate, the Warrant Agent shall cancel the Certificate upon the surrender thereof and shall deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants. In the case that the attempted exercise of all of the Warrants represented thereby would require the issuance of a fractional share of Common Stock, the Warrants shall be deemed to evidence any unexercised have been exercised for the nearest whole number of shares of Common Stock into which the Warrants held may be exercised. No half shares or fractional shares will be issued by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Company. The Warrant Certificates pursuant to Section 7; and (v) those issued at Agent shall not permit the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrantsany Warrants for fractional share of Common Stock.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Effective Date until the Expiration Date one Warrant (1) Common Share in accordance with upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Effective Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iv) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant shares of Common Shares purchasable upon exercise of the WarrantsWarrants or the redemption price therefor made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Class D Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Class D Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Class D Warrants included in the offering of Units will immediately be detachable and separately transferable from the shares of Preferred Stock constituting part of such Units. (c) Within five days after the Final Closing Date, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Class D Warrants purchased sold pursuant to the Private Placement shall be executed by the Registered Holder shall be Company and delivered to the Warrant Agent. Within five days of receipt of the Warrant Certificates by the Warrant Agent, the Warrant Agent shall send the Warrant Certificates to the Registered HolderHolders. The Company shall issue a written order, signed by its Chairman of the Board, President or any Vice President and by its Secretary or an Assistant Secretary, to the Warrant Agent directing that the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent in accordance with the preceding sentence. (cd) From time to time, up to until the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 781,250 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Class D Warrants in accordance with this Agreement. (de) From time to time, up to until the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Class D Warrants represented by any Warrant Certificate, to evidence any unexercised Class D Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 7 and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment to, or change in in: the Purchase Price or Price; the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Class D Warrants; the Redemption Price of the Class D Warrants; or the Warrant Expiration Date.

Warrants and Issuance of Warrant Certificates. (a) A Each Class B Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one share of Common Stock and one Class C Warrant Share upon the exercise thereof in accordance with the terms hereof, hereof (subject to modification and adjustment as provided in Section 88). (b) Each Class C Warrant shall initially entitle the Registered Holder of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one share of Common Stock upon the exercise thereof in accordance with the terms hereof (subject to modification and adjustment as provided in Section 8). (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Class B Warrants purchased exchanged pursuant to the exchange offer (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (cd) Upon exercise of the Underwriter's Warrants as provided therein, Warrant Certificates representing all or a portion of 80,000 Warrants to purchase up to an aggregate of 80,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Underwriter's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice President and by its Chief Financial Officer, Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (e) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except except: (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7, (iv) Warrant Certificates issued pursuant to the Underwriter's Warrant Agreement; and (v) those issued at the option of the Company, Warrant Certificates may be issued in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share two shares of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its Chairman of the Board, President or a Vice President, and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of ______________ shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the applicable Warrant Expiration Datedate, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates warrant certificates shall be issued except except: (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, Certificate to evidence represent any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Option; and (vi) at the option of the Company, Company in such form as may be approved by its Board of Directors, to reflect any adjustment or change or adjustment in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, or the Redemption Price Pursuant to Section 9. (e) Pursuant to the terms of the Unit Purchase Option, Tuschner may purchase up to _________ Units, which include up to ________ Warrants. Notwithstanding anything to the contrary contained herein, the Warrants included in the Unit Purchase Option shall expire five years after the date on which the Unit Purchase Option relating to such Warrants is exercised and shall not be subject to redemption by the Company.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates representing 540,000 Warrants to purchase up to an aggregate of 540,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Underwriters Warrants as provided therein, Warrant Certificates representing all of 54,000 Warrants, to time, purchase up to an aggregate of 54,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Underwriters' Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date, as the Company case may be, the Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Underwriters Warrant Agreement (including Warrants in excess of the Underwriter's Warrants to purchase 54,000 shares of Common Stock issued as a result of the anti-dilution provisions contained in the Underwriter's Warrant Agreement), and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved a proved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the redemption price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share (1) share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) In accordance with the terms of the Exchange Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder Agent shall be delivered to the Registered Holderissue and deliver Warrant Certificates. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 3,625,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except to (i) those initially issued hereunderpursuant to the Exchange Agreement, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9.

Warrants and Issuance of Warrant Certificates. (a) 2.1. A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, ; subject to modification and adjustment as provided in Section 8. (b) 2.2. Upon execution of this Agreement, the Company shall furnish the Warrant Agent with a sufficient quantity of blank Warrant Certificates in and from time to time will renew such supply upon the form reasonable request of Exhibit A annexed hereto representing the number of Warrants purchased Warrant Agent. Such blank Warrant Certificates shall be properly signed by the Registered Holder Company authorized by law and in accordance with the Company’s by-laws to sign such Warrant Certificates. Upon written order of the Company signed by its President and by another duly authorized officer, the Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned, issued and delivered by the Warrant Agent pursuant to the Registered Holderthis Agreement. (c) 2.3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuablean aggregate of 8,000,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of the Warrants in accordance with this Agreement. (d) 2.4. From time to time, up to the applicable Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except (ia) those initially issued hereunder, ; (iib) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any the respective Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iiic) those issued upon any transfer or exchange pursuant to Section 6; ; (ivd) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (ve) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price Price, or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) 2.1. A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, ; subject to modification and adjustment as provided in Section 8. (b) 2.2. Upon execution of this Agreement, the Company shall furnish the Warrant Agent with a sufficient quantity of blank Warrant Certificates in and from time to time will renew such supply upon the form reasonable request of Exhibit A annexed hereto representing the number of Warrants purchased Warrant Agent. Such blank Warrant Certificates shall be properly signed by the Registered Holder Company authorized by law and in accordance with the Company’s by-laws to sign such Warrant Certificates. Upon written order of the Company signed by its President and by another duly authorized officer, the Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned, issued and delivered by the Warrant Agent pursuant to the Registered Holderthis Agreement. (c) 2.3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuablean aggregate of 1,666,666 shares of Common Stock, subject to adjustment as described herein, upon the exercise of the Warrants in accordance with this Agreement. (d) 2.4. From time to time, up to the applicable Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except (ia) those initially issued hereunder, ; (iib) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any the respective Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iiic) those issued upon any transfer or exchange pursuant to Section 6; ; (ivd) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (ve) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price Price, or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one share of Common Stock upon the exercise thereof (sometimes referred to collectively as the "Warrant Share Shares") in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, warrant certificates ("Warrant Certificates Certificates") substantially in the form of Exhibit A annexed hereto representing representing, in the number of aggregate, One-Hundred Fifty Thousand (150,000) Warrants purchased shall be executed by the Registered Holder shall be Company and delivered to the Registered Warrant Holder. Additional and/or replacement Warrant Certificates shall be issued, executed and delivered from time to time in accordance with the terms hereof. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares shares of Common Stock (and any other applicable securities, rights and/or interests) issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon on any transfer or exchange pursuant to Section 6; 6 hereof, (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 7 hereof, and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change made pursuant to Section 8 hereof in the Purchase Price or the number of Warrant Shares shares of stock purchasable upon and/or other rights and interests receivable on exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will not be detachable or immediately separately transferable from the shares of Common Stock constituting part of such Units until the Separation Date. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement plus the number of Private Placement Warrants shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 4,854,162 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Options; and (vi) at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Target Price(s) therefor made pursuant to Section 9 hereof. (f) Pursuant to the terms of the Unit Purchase Options, the Underwriters, or their designees, may purchase up to 335,000 Units, which include up to 335,000 Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be subject to redemption by the Company except under the terms and conditions set forth in the Unit Purchase Options.

Warrants and Issuance of Warrant Certificates. (a) Each Class A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Applicable Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 87. (b) Upon execution of this Agreement, Warrant Certificates representing 800,000 Class A Warrants to purchase up to an aggregate of 1,120,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 7) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-allotment Option, in whole or in part, Warrant Certificates representing up to 120,000 Class A Warrants to an aggregate of 168,000 shares of Common Stock (subject to modification and adjustment as provided in Section 7) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing up to 80,000 Class A Warrants to purchase up to an aggregate of 112,000 of Common Stock (subject to modification and adjustment as provided in Section 7 hereof and in the Representative's Warrant Agreement) shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (e) From time to time, up to the applicable Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing case may be, the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 6 hereof, no Warrant Certificates shall be issued except except: (i) those Warrant Certificates initially issued hereunder, ; (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6of Warrants; (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 76; (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement (including Warrants in excess of the Representative's Warrants issued as a result of the anti dilution provisions contained in the Representative's Warrant Agreement); and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Applicable Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 7 hereof.

Warrants and Issuance of Warrant Certificates. (a) 2.1. A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) 2.2. Upon execution of this Agreement, the Company shall furnish the Warrant Agent with a sufficient quantity of blank Warrant Certificates in and from time to time will renew such supply upon the form reasonable request of Exhibit A annexed hereto representing the number of Warrants purchased Warrant Agent. Such blank Warrant Certificates shall be properly signed by the Registered Holder Company authorized by law and in accordance with the Company's by-laws to sign such Warrant Certificates and, if requested by the Warrant Agent, shall bear the corporate seal or a facsimile thereof. Upon written order of the Company signed by its President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be manually countersigned and shall not be valid for any purpose unless so countersigned, issued and delivered by the Warrant Agent pursuant to the Registered Holderthis Agreement. (c) 2.3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 14,000,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of the Warrants in accordance with this Agreement. (d) 2.4. From time to time, up to the applicable Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except (ia) those initially issued hereunder, , (iib) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any the respective Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, , (iiic) those issued upon any transfer or exchange pursuant to Section 6; ; (ivd) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (ve) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price Price, or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of _________ shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Purchase Option; and (vvi) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, Directors to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (ba) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (ca) Upon exercise of the Representatives' Warrants as provided therein, Warrant Certificates representing all or a portion of Warrants to purchase up to an aggregate of shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice President and by its Chief Financial Officer, Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (a) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons Persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the CompanyCorporation, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Warrant Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will be detachable and separately transferable immediately from the shares of Common Stock constituting part of such Units. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,625,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Option; and (vi) at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Target Price(s) therefor made pursuant to Section 8 hereof. (f) Pursuant to the terms of the Unit Purchase Options, the Underwriter may purchase up to 210,000 Units, which include up to 210,000 Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be subject to redemption by the Company except under the terms and conditions set forth in the Unit Purchase Options.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Offering (subject to modification and adjustment as provided in Section 8), shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , and (viv) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof Owner of the Warrant Certificates representing such Warrant to purchase one Warrant Share in accordance with the terms hereofhalf of one share of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 8. (b) 9; and provided that Warrants may only be exercised in whole numbers for whole shares of Common Stock. Warrant Certificates in representing Firm Warrants and evidencing the form right to purchase an aggregate of Exhibit A annexed hereto shares of Common Stock of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the number of Firm Warrants purchased by the Registered Holder shall to be delivered to the Registered Holder. (c) From time to time, up Warrant Agent shall be in direct relation to the Firm Shares sold as a Unit in the Company’s Public Offering and shall be attached to certificates representing an equal number of Firm Shares. The Warrant Expiration Date, Certificates representing the Transfer Firm Warrants will be issued and delivered on written order of the Company signed by its President and attested by its Secretary or Assistant Secretary. The Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . The Over-Allotment Warrants shall be identical to the Firm Warrants, as described herein. Up to Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to shares of Common Stock of the Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature on exercise of the option to purchase Over-Allotment Warrants by the several Underwriters in accordance with the Underwriting Agreement. Except as provided in Section 8 hereof, share certificates representing the Warrant Shares shall be issued except (i) those initially issued hereunder, (ii) those issued only on or after the Initial Exercise DateSeparation Date on exercise of the Warrants or on transfer or exchange of the Warrant Shares. The Warrant Agent, upon if other than the Company’s Transfer Agent, shall arrange with the Transfer Agent for the issuance and registration of all Warrant Shares. The Warrants are exercisable in even numbers, for whole shares of the Company’s Common Stock. In the case of the exercise of fewer less than all the Warrants represented by any Warrant in a Certificate, the Warrant Agent shall cancel the Certificate upon the surrender thereof and shall deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants. In the case that the attempted exercise of all of the Warrants represented thereby would require the issuance of a fractional share of Common Stock, the Warrants shall be deemed to evidence any unexercised have been exercised for the nearest whole number of shares of Common Stock into which the Warrants held may be exercised. No half shares or fractional shares will be issued by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Company. The Warrant Certificates pursuant to Section 7; and (v) those issued at Agent shall not permit the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrantsany single Warrants for one half share of Common Stock.

Warrants and Issuance of Warrant Certificates. (a) A Class C Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Class C Warrants included in the offering of Units will be detachable and separately transferable immediately from the shares of Preferred Stock constituting part of such Units. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Class C Warrants purchased sold pursuant to the Private Placement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 12,500,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 7 and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof or of the Warrant Expiration Date.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Exercise Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates representing 565,000 Warrants to purchase up to an aggregate of 565,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 9) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time to time, time up to the Warrant Exercise Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 8, and (viv) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, Directors to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof Owner of the Warrant Certificates representing such Warrant to purchase one Warrant Share in accordance with the terms hereofshare of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 8. (b) 9. Warrant Certificates in representing 1,800,000 Firm Warrants and evidencing the form right to purchase an aggregate of Exhibit A annexed hereto 1,800,000 shares of Common Stock of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the number of Firm Warrants purchased by the Registered Holder shall to be delivered to the Registered Holder. (c) From time to time, up Warrant Agent shall be in direct relation to the Firm Shares sold as a Unit in the Company's Public Offering and shall be attached to certificates representing an equal number of Firm Shares. The Warrant Expiration Date, Certificates representing the Transfer Firm Warrants will be issued and delivered on written order of the Company signed by its President and attested by its Secretary or Assistant Secretary. The Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . The Over-Allotment Warrants shall carry identical terms and conditions to those established for the Firm Warrants and outlined herein. Up to 270,000 Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to 270,000 shares of Common Stock of the Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature on exercise of the option to purchase Over-Allotment Warrants by the several Underwriters in accordance with the Underwriting Agreement. Certificates representing Over-Allotment Warrants will be initially attached to certificates representing an equal number of Over-Allotment Shares. Except as provided in Section 8 hereof, share certificates representing the Warrant Shares shall be issued except (i) those initially issued hereunder, (ii) those issued only on or after the Initial Exercise Date, upon the Separation Date on exercise of fewer than all the Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any or on transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Warrant Shares. The Warrant Agent, if other than the Company's Transfer Agent, in such form as may be approved by its Board shall arrange with the Transfer Agent for the issuance and registration of Directors, to reflect any adjustment or change in the Purchase Price or the number of all Warrant Shares purchasable upon exercise of the WarrantsShares.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 59,500 Warrants to time, purchase up to an aggregate of 59,500 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, commencing on the Initial Warrant Exercise Date and continuing up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued pursuant to the exercise of the Over-allotment Option and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefore from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 550,000 Warrants to time, purchase up to an aggregate of 550,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.Warrants or the Redemption Price therefore made pursuant to Section 8 hereof. 4

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 550,000 Warrants to time, purchase up to an aggregate of 550,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.Warrants or the Redemption Price therefor made pursuant to Section 8 hereof. 4

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. 8 (b) Upon execution of this Agreement, Warrant Certificates representing 800,000 Redeemable Warrants to purchase up to an aggregate of 80,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-allotment Option, in whole or in part, and payment of the applicable sums, Warrant Certificates representing up to 120,000 Redeemable Warrants to purchase up to an aggregate of 120,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Underwriter's Warrants as provided therein, and payment of the applicable exercise price, Warrant Certificates representing 80,000 Common Stock Warrants to purchase up to an aggregate of 80,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Underwriter's Warrant Agreement), shall be executed by the Company and delivered to the Warrant Agent. (e) From time to time, up to the Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing case may be, the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiplies thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.Warrant

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will be detachable and separately transferable immediately from the shares of Common Stock constituting part of such Units. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of __________ shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Option; and (vi) at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Target Price(s) therefor made pursuant to Section 8 hereof. (f) Pursuant to the terms of the Unit Purchase Options, the Underwriter may purchase up to ____ Units, which include up to ______ Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be subject to redemption by the Company except under the terms and conditions set forth in the Unit Purchase Options.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 750,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will be detachable and separately transferable from the shares of Preferred Stock constituting part of such Units commencing on the Initial Exercise Date. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold in the Private Placement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing up to the Warrant Shares issuablenumber of shares of Common Stock as shall be issuable on exercise of the Warrants, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof (f) Notwithstanding anything to the contrary contained herein, the Agent's Warrants shall not be subject to redemption by the Company.

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates representing 1,200,000 Redeemable Warrants to purchase up to an aggregate of 1,200,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-allotment Option, in whole or in part, and payment of the applicable sums, Warrant Certificates representing up to 180,000 Redeemable Warrants to purchase up to an aggregate of 180,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Underwriter's Warrants as provided therein, and payment of the applicable exercise price, Warrant Certificates representing 120,000 Common Stock Warrants to purchase up to an aggregate of 120,000 shares of Common Stock and 120,000 Common Stock Warrants (subject to modification and adjustment as provided in Section 8 hereof and in the Underwriter's Warrant Agreement), shall be executed by the Company and delivered to the Warrant Agent. (e) From time to time, up to the Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing case may be, the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiplies thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued upon exercise of the Underwriter's Warrant Agreement (including Common Stock Warrants in excess of 120,000 Underwriter's Warrants issued as a result of the antidilution provisions contained in the Underwriter's Warrant Agreement), and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (bc) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 395,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Option; and (vi) at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants. (f) Pursuant to the terms of the Option, PHSG may purchase up to $900,000 in aggregate principal amount of additional Notes, which include up to 22,500 Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with share of Common Stock upon its exercise. The Warrants will be separately transferable once the terms hereof, subject Underwriter determines to modification and adjustment as provided in Section 8separate the Units. (b) Upon closing of the offering, Warrant Certificates representing an aggregate of not more than 1,800,000 Warrants (or up to 2,025,000 in the form event the Underwriters over-alotment option is exercised) to purchase an aggregate of Exhibit A annexed hereto representing the not more than a like number of Warrants purchased shares of Common Stock, shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent and shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its President or a Vice President and its Treasurer or an Assistant Treasurer or its Secretary or Assistant Secretary. (c) From time to time, up to the Warrant Expiration Date, plus such additional time as may reasonably be required to perform, accomplish and complete necessary administrative functions connected with the exercise of the Warrants, the Warrant Agent, in its capacity as the Company's Transfer Agent Agent, shall countersign and deliver stock certificates representing an aggregate of not more than 1,800,000 shares of Common Stock, or up to 2,025,000 in required whole number denominations representing the Warrant Shares issuable, event the Underwriters over-alotment option is exercised (subject to adjustment as described hereinpursuant to section 8 of this Agreement), upon the exercise of the Warrants in accordance with pursuant to the terms of this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant CertificateWarrants, to evidence any the unexercised Warrants held by the exercising Registered Holder, Holder and (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Class D Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Class D Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Class D Warrants included in the offering of Units will immediately be detachable and separately transferable from the shares of Preferred Stock constituting part of such Units. (c) Within five days after the Final Closing Date, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Class D Warrants purchased sold pursuant to the Private Placement shall be executed by the Registered Holder shall be Company and delivered to the Warrant Agent. Within five days of receipt of the Warrant Certificates by the Warrant Agent, the Warrant Agent shall send the Warrant Certificates to the Registered HolderHolders. The Company shall issue a written order, signed by its Chairman of the Board, President or any Vice President and by its Secretary or an Assistant Secretary, to the Warrant Agent directing that the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent in accordance with the preceding sentence. (cd) From time to time, up to until the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 781,250 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Class D Warrants in accordance with this Agreement. (de) From time to time, up to until the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Class D Warrants represented by any Warrant Certificate, to evidence any unexercised Class D Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 7 and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.the

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share one-quarter of a share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 390,625 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, ; (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange pursuant to Section 66 herein; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect (a) any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants made pursuant to Section 8 hereof and (b) other modifications approved by Registered Holders in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share (1) share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of 100,000 Warrants purchased shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent; and for each Five Hundred Thousand ($500,000) Dollars, in the aggregate, that the Company borrows from Lender under the Loan Agreement, the Company shall issue an additional warrant certificate for ten thousand (10,000) Warrants. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, a Warrant Certificate representing said amount of Warrants shall be countersigned, issued and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, shares of Common Stock issuable upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share (1) share of Preferred Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent. (c) From time to time, time up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,095,000 shares of Preferred Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, time up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, Date upon the exercise of fewer than all Warrants represented by any Warrant Certificate, certificate to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Underwriter's Warrants; and (vvi) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Preferred Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9. (e) Pursuant to the terms of the Underwriter's Warrants, the Underwriter and its designees may purchase up to an aggregate of 170,000 Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) From time to time, up to the Warrant Certificates Expiration Date, the Transfer Agent shall execute and deliver stock certificates in required whole number denominations representing up to an aggregate of 20,000,000 shares of Common Stock, subject to adjustment as described in Sections 8 and 15 hereof, upon the form of Exhibit A annexed hereto representing the number exercise of Warrants purchased by the Registered Holder shall be delivered to the Registered Holderin accordance with this Agreement. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) any acceleration of the Initial Warrant Exercise Date pursuant to Section 15 hereof and (c) other modifications approved in accordance with Section 18 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will not be detachable or separately transferable from the shares of Common Stock constituting part of such Units until the Separation Date. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Co-Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 3,875,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Option; and (vi) at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Target Price(s) therefor made pursuant to Section 9 hereof. (f) Pursuant to the terms of the Unit Purchase Options, the Underwriters, or their designees, may purchase up to 310,000 Units, which include up to 310,000 Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be subject to redemption by the Company except under the terms and conditions set forth in the Unit Purchase Options.

Warrants and Issuance of Warrant Certificates. The Fund is entitled to subscribe for and purchase from the Company, at any time or from time to time subsequent to August _____, 1997 and prior to 5:00 p.m. on August _____, 2002, New York time (the "Exercise Period") initially an aggregate of 250,000 shares of fully paid, validly issued and nonassessable shares of Common Stock, at a purchase price of $4.00 per share, subject to adjustment as provided herein (the "Exercise Price"). (a) A Each Warrant shall initially shall entitle the person in whose name such Warrant is registered on the books of the Company (the "Registered Holder thereof Holder") to purchase at the Exercise Price therefor, one Warrant Share in accordance with share of Common Stock upon 2 the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8hereinafter provided. (b) Upon execution of this Agreement, one Warrant Certificates Certificate (substantially in the form attached hereto as Exhibit A) representing 250,000 Warrants to purchase initially up to an aggregate of Exhibit A annexed hereto representing the number 250,000 shares of Warrants purchased Common Stock (subject to modification and adjustment as hereinafter provided) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderFund. (c) From time to time, up to during the Warrant Expiration DateExercise Period, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Datecase may be, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement and the Stockholders' Agreement; , dated as of the date hereof, between the Fund, the Company and the persons named in Schedule A thereto (the "Stockholders' Agreement"). Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunderpursuant to Section 1(b) hereof, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, and (iviii) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Exercise Price or and the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants therefor made pursuant to provisions of this Agreement.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Class A Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will be detachable and separately transferable from the shares of Class A Common Stock constituting part of such Units from and after the Separation Date. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President, Chief Executive Officer or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 3,637,500 shares of Class A Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at pursuant to the option Unit (f) Pursuant to the terms of the CompanyUnit Purchase Options, in such form as may Blai▇ ▇▇▇ purchase up to 190,000 Units, which include up to 190,000 Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be approved subject to redemption by its Board of Directors, to reflect any adjustment or change the Company except under the terms and conditions set forth in the Unit Purchase Price or the number of Warrant Shares purchasable upon exercise of the WarrantsOptions.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share (1) share of Common Stock upon the exercise thereof, in accordance with with' the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 625,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Representative's Warrant; and (vi) at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9. (e) Pursuant to the terms of the Underwriters' Warrant, the Underwriters' may purchase up to an aggregate of 50,000 Units, which include up to 50,000 Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the certificate representing such Warrant (the "Warrant Certificate") to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased issuable hereunder shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,700,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Warrant Agent upon written order of the Company as set forth in Section 2(b) shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Datedate hereof, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; , (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 7 and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) 2.01 Each Class A Warrant shall initially shall entitle the Registered Holder thereof of such Class A Warrant Certificate representing such Warrant, after the Initial Exercise Date, to purchase one share of Common Stock and one Class B Warrant Share upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89 hereof. 2.02 Each two (b2) Class B Warrants shall entitle the Registered Holder of such Class B Warrant Certificates representing such Warrants to purchase one share of Common Stock upon the exercise of two Class B Warrants in accordance with the terms hereof, subject to modification and adjustment as provided in Section 9 hereof. Registered Holders will only be permitted to exercise Class B Warrants in multiples of two. 2.03 The Class A Warrants included in the form offering of Exhibit Units will be detachable from the Debentures constituting part of such Units and separately transferable therefrom after August __, 1996 or sooner with the consent of ▇▇▇▇▇▇▇ (the "Separation Date"). The Class B Warrants will be detachable and freely transferable immediately from the shares of Common Stock issued upon exercise of the Class A annexed hereto Warrants. 2.04 On the Separation Date, and upon written order of the Company signed by its Chairman of the Board, President or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates, representing the number of Warrants purchased issuable upon detachment and separation of the Units, shall be countersigned, issued and delivered by the Registered Holder shall be delivered to the Registered HolderWarrant Agent. (c) 2.05 From time to time, up to the respective Warrant Expiration DateDates, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 11,250,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) 2.06 From time to time, up to the applicable Warrant Expiration DateDates, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided provided, however, that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange pursuant to Section 66 hereof; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 77 hereof; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof; and (vi) those Class B Warrants issued upon exercise of Class A Warrants. 2.07 Pursuant to the terms of the Underwriter Warrants, ▇▇▇▇▇▇▇ may purchase up to 600 additional Units, including up to 600,000 Class A Warrants and 600,000 Class B Warrants, and with Warrant Expiration Dates as specifically set forth in Section 1.10 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant to purchase one the number of shares of Common Stock issuable upon the exercise thereof (sometimes referred to as the "Warrant Share Shares"), in accordance with the terms hereofhereof and thereof, subject to modification and adjustment as provided in Section 8. (b) At the final closing under the Private Placement, warrant certificates ("Warrant Certificates Certificates"), substantially in the form of Exhibit A annexed hereto hereto, shall be issued and delivered by the Company to the Placement Agent representing the number of Warrants purchased by the Registered Holder shall required to be delivered to the Registered HolderPlacement Agent at such closing as provided in the second WHEREAS clause at the head of this Agreement. (c) From time to time, up to the applicable Warrant Expiration Date, the Transfer Agent Company shall or shall cause its transfer agent to countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares shares of Common Stock issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the applicable Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the applicable Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change made pursuant to Section 8 hereof in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,750,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Purchase Option; and (vvi) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Purchase Option, Biltmore may purchase up to 110,000 Units, which include up to 220,000 Warrants. The Purchase Option shall not be transferred, sold, assigned or hypothecated for a period of one (1) year from the Effective Date, except that it may be transferred to persons who are officers of Biltmore or selling group members in the offering.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof Furman Selz to purchase one Warrant Share share of Series A Commo▇ ▇▇▇▇▇ ▇▇▇n the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8Sections 9 and 10. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased granted pursuant to the letter engagement agreement dated December 17, 1996 shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to in aggregate of 402,328 shares of Series A Common Stock, subject to adjustment and issuance of Additional Warrants as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that the no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iviii) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (viv) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Target Price(s) therefor made pursuant to Section 8 hereof and (v) Additional Warrants issued upon the exercise of Class A or Class B Warrants pursuant to Section 9.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 110,000 Warrants to time, purchase up to an aggregate of 110,000 shares of Common Stock, Warrants or any combination thereof (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 4,750,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Purchase Option; and (vvi) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Purchase Option, VTR may purchase up to 690,000 shares of Common Stock and up to 690,000 Class A Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 500,000 Warrants to time, purchase up to an aggregate of 500,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued pursuant to the exercise of the Over-allotment Option and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) 2.1. A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, ; subject to modification and adjustment as provided in Section 8. (b) 2.2. Upon execution of this Agreement, the Company shall furnish the Warrant Agent with a sufficient quantity of blank Warrant Certificates in and from time to time will renew such supply upon the form reasonable request of Exhibit A annexed hereto representing the number of Warrants purchased Warrant Agent. Such blank Warrant Certificates shall be properly signed by the Registered Holder Company authorized by law and in accordance with the Company's by laws to sign such Warrant Certificates. Upon written order of the Company signed by its President and by another duly authorized officer, the Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned, issued and delivered by the Warrant Agent pursuant to the Registered Holderthis Agreement. (c) 2.3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 3,500,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of the Warrants in accordance with this Agreement. (d) 2.4. From time to timetune, up to the applicable Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except (ia) those initially issued hereunder, ; (iib) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any the respective Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iiic) those issued upon any transfer or exchange pursuant to Section 6; ; (ivd) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (ve) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price Price, or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant Two Warrants shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrants to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. The Warrants shall be exercisable only in pairs. (b) Upon execution of this Agreement, Warrant Certificates representing 2,100,000 Warrants to purchase up to an aggregate of 1,050,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-allotment Option, in whole or in part, Warrant Certificates representing up to 315,000 Warrants to purchase up to an aggregate of 157,500 shares of Common Stock (subject to modification and adjustment as provided in Section 8) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 210,000 Warrants to purchase up to an aggregate of 105,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its Chairman of the Board, President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (e) From time to time, up to the Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing case may be, the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement (including Warrants in excess of the Representative's Warrants to purchase 105,000 shares of Common Stock and/or 210,000 Warrants issued as a result of the anti-dilution provisions contained in the Representative's Warrant Agreement), and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the redemption price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A The Warrant Agent shall initially countersign and issue Warrant Certificates in appropriate denominations to the Registered Holders thereof as of the Effective Date. (b) Each Warrant shall initially entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) the Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered HolderCertificate. (c) From time to time, up to the Warrant Expiration DateTime, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration DateTime, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons individuals or entities entitled thereto in connection with any permitted transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Effective Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the CompanyCorporation, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase applicable Warrant Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants made pursuant to the Warrants. (e) The Corporation is simultaneously issuing 2,200,000 warrants to purchase Class B common stock on the Effective Date to its holder of Class B common stock. The Warrant Agent shall have no obligations or responsibility respecting such Class B warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant to purchase one the number of shares of Common Stock issuable upon the exercise thereof (sometimes referred to as the "Warrant Share Shares"), in accordance with the terms hereofhereof and thereof, subject to modification and adjustment as provided in Section 8. (b) The warrant certificates ("Warrant Certificates Certificates"), substantially in the form of Exhibit A annexed hereto representing the number of Warrants purchased hereto, shall be issued and delivered by the Registered Holder shall be delivered Company to KSH Strategic Investment Fund I, LP, as of May 1, 2000, representing 11,000 Warrants as provided in the Registered Holdersecond WHEREAS clause at the head of this Agreement. (c) From time to time, up to the applicable Warrant Expiration Date, the Transfer Agent Company shall or shall cause its transfer agent to countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares shares of Common Stock issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the applicable Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the applicable Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change made pursuant to Section 8 hereof in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 120,000 Warrants to time, purchase up to an aggregate of 120,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates representing 1,500,000 Class A Warrants to purchase up to an aggregate of 1,500,000 shares of Common Stock and 900,000 Class B Warrants to purchase up to an aggregate 900,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-allotment Option, in whole or in part, Warrant Certificates representing up to 225,000 Class A Warrants to purchase up to an aggregate of 225,000 shares of Common Stock and 135,000 Class B Warrants to purchase up to an aggregate of 135,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Underwriter's Warrants as provided therein, Warrant Certificates representing all or a portion of 150,000 Class A Warrants to purchase up to an aggregate of 150,000 shares of Common Stock and 90,000 Class B Warrants to purchase up to an aggregate of 90,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Underwriter's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its Chairman of the Board, President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (e) From time to time, up to the Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing case may be, the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Underwriter's Warrant Agreement (including Warrants in excess of the Underwriter's Warrants to purchase 90,000 shares of Common Stock and/or 150,000 Class A Warrants and 90,000 Class B Warrants issued as a result of the anti-dilution provisions contained in the Underwriter's Warrant Agreement), and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the redemption price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of Warrants to time, purchase up to an aggregate of shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableby its Chief Financial Officer, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this AgreementTreasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a1) A Each Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with share of Common Stock upon its exercise. The Warrants will be separately transferable once the terms hereof, subject Underwriter determines to modification and adjustment as provided in Section 8separate the Units. (b2) Upon closing of the offering, Warrant Certificates representing an aggregate of not more than 1,200,000 Class A Warrants and 1,200,000 Class B Warrants (or up to 1,380,000 of each class in the form event the Underwriter's over-allotment option is exercised) to purchase an aggregate of Exhibit A annexed hereto representing the not more than a like number of Warrants purchased shares of Common Stock, shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent and shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its President or a Vice President and its Treasurer or an Assistant Treasurer or its Secretary or Assistant Secretary. (c3) From time to time, up to the Warrant Expiration Date, plus such additional time as may reasonably be required to perform, accomplish and complete necessary administrative functions connected with the exercise of the Warrants, the Warrant Agent, in its capacity as the Company's Transfer Agent, shall countersign and deliver stock certificates representing an aggregate of not more than 2,400,000 shares of Common Stock, or up to an aggregate of 2,760,000 in the event the Underwriters over-allotment option is exercised (subject to adjustment pursuant to section 8 of this Agreement), upon the exercise of the Warrants pursuant to the terms of this Agreement. (4) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant CertificateWarrants, to evidence any the unexercised Warrants held by the exercising Registered Holder, Holder and (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Common Share in accordance with upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) . Upon execution of this Agreement, Warrant Certificates representing up to an aggregate of 3,000,000 Warrants to purchase the Warrant Shares, attached to certificates representing 15,000,000 Common Shares in the form Units each consisting of Exhibit A annexed hereto representing the number of Warrants purchased 10 Common Shares and two Warrants, shall be executed by the Registered Holder shall be Company and delivered to the Registered Holder. (c) Warrant Agent and, after the attached certificates for Common Shares shall have been duly countersigned by the Transfer Agent of the Company’s Common Shares, shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its President or a Vice President and its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those initially Warrant Certificates initially, up to the Trading Date, issued hereunderhereunder and attached to certificates for a number of Common Shares equal to 5 times the number of Warrants represented thereby, (ii) those Warrant Certificates issued on or after the Trading Date, upon transfer thereof by the holder pursuant to Section 6, (iii) Warrant Certificates issued on or after the Initial Exercise Date, upon the partial exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holderportion of such Warrant not exercised, and (iiiiv) those Warrant Certificates issued on or after the Exercise Date, upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Five Hundred Eighty Five Thousand Three Hundred Fifty Seven (585,357) Warrants purchased shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Treasurer or an Assistant Treasurer, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject up to adjustment as described hereinan aggregate of Five Hundred Eighty Five Thousand Three Hundred Fifty Seven (585,357) shares of Common Stock, upon the exercise of Warrants in accordance with this AgreementAgreement and the Letter Agreement dated November 22, 1996 between the Company and the Optionees. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; and (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or the number of Warrant Shares purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 300,000 Warrants to time, purchase up to an aggregate of 300,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued pursuant to the exercise of the Over- allotment Option and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will be detachable and separately transferable immediately from the shares of Common Stock constituting part of such Units. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,175,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Option; and (vi) at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Target Price therefor made pursuant to Section 8 hereof. (f) Pursuant to the terms of the Unit Purchase Options, the Underwriter may purchase up to 140,000 Units, which include up to 140,000 Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be subject to redemption by the Company except under the terms and conditions set forth in the Unit Purchase Options.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,825,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Underwriter's Options; and (vvi) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Underwriter's Options, Patterson may purchase up to ▇▇▇,▇▇▇ Units, which include up to 146,000 Class A Warrants.

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates representing 2,200,000 Redeemable Warrants to purchase up to an aggregate of 2,200,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-allotment Option, in whole or in part, and payment of the applicable sums, Warrant Certificates representing up to 330,000 Redeemable Warrants to purchase up to an aggregate of 330,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Underwriter's Warrants as provided therein, and payment of the applicable exercise price, Warrant Certificates representing 220,000 Common Stock Warrants to purchase up to an aggregate of 220,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Underwriter's Warrant Agreement), shall be executed by the Company and delivered to the Warrant Agent. (e) From time to time, up to the Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing case may be, the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiplies thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued upon exercise of the Underwriter's Warrant Agreement (including Common Stock Warrants in excess of 110,000 Underwriter's Warrants issued as a result of the antidilution provisions contained in the Underwriter's Warrant Agreement), and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representatives' Warrants as provided therein, Warrant Certificates representing all or a portion of 100,000 Warrants to time, purchase up to an aggregate of 100,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representatives' Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representatives' Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (bc) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 345,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Option; and (vi) at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A a. One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one share of Common Stock upon the exercise thereof, subject to: (i) modification and adjustment as provided in Section 8; and (ii) the Company's right to redeem the Warrants pursuant to Section 9. b. Upon execution of this Agreement, Warrant Share in accordance with the terms hereof, Certificates representing 1,700,000 Warrants to purchase up to an aggregate of 1,700,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) c. From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any issuance, transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , and (viv) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 500,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Registered Holders in accordance with Section 16 hereof. (d) In the event of an initial public offering of the Company's securities, the provisions of Section 9 hereof will govern in certain circumstances described therein.

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor, beginning on the Initial Warrant Exercise Date until the Warrant Expiration Date, one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates representing ____________ Warrants to purchase up to an aggregate of _____________ shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered Holder. This Warrant is one of a series of warrants authorized and issued or to be issued by the Company entitling the holders thereof to purchase up to 420,000 shares of the Company's Common Stock. (c) From time to time, up to the Warrant Expiration Date, as the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Datecase may be, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunderpursuant to Section 2(b) hereof, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , and (viv) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,750,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Purchase Option; and (vvi) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Purchase Option, ▇▇▇▇▇▇▇▇▇ may purchase up to 140,000 shares of Common Stock and 140,000 Warrants. The Purchase Option shall not be transferred, sold, assigned or hypothecated for a period of one (1) year from the Effective Date, except that it may be transferred to persons who are officers of ▇▇▇▇▇▇▇▇▇ or selling group members in the offering.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 8,000,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) iii those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (iv) those issued pursuant to the Purchase Option; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) From time to time, up to the Warrant Certificates Expiration Date, the Transfer Agent shall execute and deliver stock certificates in required whole number denominations representing up to an aggregate of 120,000 shares of Common Stock, subject to adjustment as described in Section 8 hereof, upon the form of Exhibit A annexed hereto representing the number exercise of Warrants purchased by the Registered Holder shall be delivered to the Registered Holderin accordance with this Agreement. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,875,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Purchase Option; and (vvi) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Purchase Option, Biltmore may purchase up to 75,000 Units, which include up to 150,000 Class A Warrants. The Purchase Option shall not be transferred, sold, assigned or hypothecated for a period of one (1) year from the Effective Date, except that it may be transferred to persons who are officers of Biltmore or selling group members in the offering.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof Owner of the Warrant Certificates representing such Warrant to purchase one Warrant Share in accordance with the terms hereofshare of Common Stock on exercise thereof, subject to modification and adjustment as hereinafter provided in Section 8. (b) 9. Warrant Certificates in representing 1,200,000 Firm Warrants and evidencing the form right to purchase an aggregate of Exhibit A annexed hereto 1,200,000 shares of Common Stock of the Company shall be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature. Certificates representing the number of Firm Warrants purchased by the Registered Holder shall to be delivered to the Registered Holder. (c) From time to time, up Warrant Agent shall be in direct relation to the Firm Shares sold in the Company's Public Offering and shall be attached to certificates representing an equal number of Firm Shares. The Warrant Expiration Date, Certificates representing the Transfer Firm Warrants will be issued and delivered on written order of the Company signed by its President and attested by its Secretary or Assistant Secretary. The Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . The Over-Allotment Warrants shall carry identical terms and conditions to those established for the Firm Warrants and outlined herein. Up to 180,000 Over-Allotment Warrants may be issued and such Over-Allotment Warrants shall evidence the right of the Registered Owners thereof to purchase an aggregate of up to 180,000 shares of Common Stock of the Company. Any Warrant Certificates for Over-Allotment Warrants to be issued will be executed by the proper officers of the Company and delivered to the Warrant Agent for countersignature on exercise of the option to purchase Over-Allotment Warrants by the several Underwriters in accordance with the Underwriting Agreement. Certificates representing Over-Allotment Warrants will be initially attached to certificates representing an equal number of Over-Allotment Shares. Except as provided in Section 8 hereof, share certificates representing the Warrant Shares shall be issued except (i) those initially issued hereunder, (ii) those issued only on or after the Initial Exercise Date, upon the Date on exercise of fewer than all the Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any or on transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Warrant Shares. The Warrant Agent, if other than the Company's Transfer Agent, in such form as may be approved by its Board shall arrange with the Transfer Agent for the issuance and registration of Directors, to reflect any adjustment or change in the Purchase Price or the number of all Warrant Shares purchasable upon exercise of the WarrantsShares.

Warrants and Issuance of Warrant Certificates. (a) 2.1. A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, ; subject to modification and adjustment as provided in Section 8. (b) 2.2. Upon execution of this Agreement, the Company shall furnish the Warrant Agent with a sufficient quantity of blank Warrant Certificates in and from time to time will renew such supply upon the form reasonable request of Exhibit A annexed hereto representing the number of Warrants purchased Warrant Agent. Such blank Warrant Certificates shall be properly signed by the Registered Holder Company authorized by law and in accordance with the Company’s by-laws to sign such Warrant Certificates. Upon written order of the Company signed by its President and by another duly authorized officer, the Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned, issued and delivered by the Warrant Agent pursuant to the Registered Holderthis Agreement. (c) 2.3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing an aggregate of [•] shares of Common Stock ([•] shares if the Warrant Shares issuableover-allotment option is exercised in full), subject to adjustment as described herein, upon the exercise of the Warrants in accordance with this Agreement. (d) 2.4. From time to time, up to the applicable Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except: (ia) those initially issued hereunder, ; (iib) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any the respective Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iiic) those issued upon any transfer or exchange pursuant to Section 6; ; (ivd) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (ve) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price Price, or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 4,500,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Warrantholders in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Class C Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased issued pursuant to the Securities Purchase Agreement dated May 28, 1999 by and between the Registered Company and the Warrant Holder shall be executed by the Company and delivered to the Registered Warrant Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares shares of Common Stock issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except (i) those initially issued hereunder, ; (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange of a Warrant Certificate pursuant to Section 6; ; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (v) those issued at the option of the Company, in such form as may be approved by its the Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) From time to time, up to the Warrant Certificates Expiration Date, the Transfer Agent shall execute and deliver stock certificates in required whole number denominations representing up to an aggregate of 4,500,000 shares of Common Stock, subject to adjustment as described in Section 8 hereof, upon the form of Exhibit A annexed hereto representing the number exercise of Warrants purchased by the Registered Holder shall be delivered to the Registered Holderin accordance with this Agreement. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved in accordance with Section 15 hereof.

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with (1) share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8SECTION 8 hereof. (b) Upon execution of this Agreement, Warrant Certificates representing 2,000,000 Warrants to purchase up to an aggregate of 2,000,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased SECTION 8 hereof), shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-Allotment Option, in whole or in part, Warrant Certificates representing up to 300,000 Warrants to purchase up to an aggregate of 300,000 shares of Common Stock (subject to modification and adjustment as provided in SECTION 8 hereof) shall be executed by the Company and delivered to the Warrant Agent. (d) [Intentionally omitted] (e) Upon consummation of the Offering, Warrant Certificates representing 643,500 Warrants, issued to certain security holders of the Company in exchange for certain Bridge Warrants, entitling the holders thereof to purchase up to an aggregate of 643,500 shares of Common Stock (subject to modification and adjustment as provided in SECTION 8) shall be executed by the Company and delivered to the Warrant Agent. (f) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; SECTION 7 hereof, and (viv) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon the exercise of a Warrant or the Warrantsredemption price therefor.

Warrants and Issuance of Warrant Certificates. (a) 2.1. A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, ; subject to modification and adjustment as provided in Section 8. (b) 2.2. Upon execution of this Agreement, the Company shall furnish the Warrant Agent with a sufficient quantity of blank Warrant Certificates in and from time to time will renew such supply upon the form reasonable request of Exhibit A annexed hereto representing the number of Warrants purchased Warrant Agent. Such blank Warrant Certificates shall be properly signed by the Registered Holder Company authorized by law and in accordance with the Company's by-laws to sign such Warrant Certificates. Upon written order of the Company signed by its President and by another duly authorized officer, the Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned, issued and delivered by the Warrant Agent pursuant to the Registered Holderthis Agreement. (c) 2.3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing an aggregate of 1,300,000 shares of Common Stock (1,495,000 shares if the Warrant Shares issuableover-allotment option is exercised in full), subject to adjustment as described herein, upon the exercise of the Warrants in accordance with this Agreement. (d) 2.4. From time to time, up to the applicable Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except except (ia) those initially issued hereunder, ; (iib) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any the respective Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iiic) those issued upon any transfer or exchange pursuant to Section 6; ; (ivd) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and and (ve) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price Price, or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share (1) share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Registration Statement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableamount of shares of Common Stocks sold in the Offering, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except to: (i) those initially issued hereunder, ; (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Placement Agents' Warrants; and (vi) at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,301,304 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Underwriter's Options; and (vvi) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Underwriter's Options, ▇▇▇▇▇▇▇▇▇ may purchase up to 104,104 Units, which include up to 104,104 Class A Warrants.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 100,000 shares of Class A Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Warrantholders in accordance with Section 16 hereof. (d) In the event of an initial public offering of the Company's securities, the provisions of Section 9 hereof will govern in certain circumstances described therein.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant representing such Warrant to purchase one Warrant Share in accordance with share of Common Stock upon the terms hereof, subject to modification and adjustment as provided in Section 8.exercise thereof, (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,725,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Underwriter's Options; and (vvi) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof to purchase one Warrant Share in accordance with the terms hereof, subject to modification and adjustment as provided in Section 88 hereof. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder initially issued in such amounts and with such terms as set forth in Schedule A hereto shall be delivered to the Initial Registered HolderHolder on or before the Initial Exercise Date. (c) From time Upon the exercise of Warrants pursuant to time, up to the Warrant Expiration Date, Section 4 hereof the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, time the Company shall countersign sign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued under this Agreement except (i) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 66 hereof; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 77 hereof; and (v) those issued at the option of by the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares purchasable upon exercise of the WarrantsWarrants pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) The Warrants included in the offering of Units will be immediately detachable and separately transferable from the Units and from the shares of Series A Convertible Preferred Stock included in the Units. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered by the Warrant Agent pursuant to instructions received from the Registered HolderRepresentative. (cd) Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 100,000 Warrants to purchase up to an aggregate of 100,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its Chairman of the Board, Chief Executive Officer, President or a Vice President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (e) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,100,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Class A Warrants in accordance with this Agreement. (df) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Representative's Warrant; and (vi) at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsClass A Warrants made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,363,680 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Exercise Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved in accordance with Section 17 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 158,000 Warrants to time, purchase up to an aggregate of 158,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement) shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued pursuant to the exercise of the Over- allotment Option and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with (1) share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 88 hereof. (b) Upon execution of this Agreement, Warrant Certificates representing a minimum of 1,200,000 Warrants to purchase up to an aggregate of 1,200,000 shares of Common Stock and a maximum of 1,600,000 Warrants to purchase up to an aggregate of 1,600,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8 hereof), shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time to time, up to the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no . No Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; 7 hereof, and (viv) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon the exercise of a Warrant or the Warrantsredemption price therefor.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8), including over-allotment options, shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 150,000 Warrants (subject to timemodification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), to purchase up to an aggregate of 150,000 shares of Common Stock shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman or Vice- Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President, Chief Financial Officer or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreementby its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Class A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one share of Series A Common Stock and one Class B Warrant Share upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) A Class B Warrant initially shall entitle the Registered Holder of the Warrant Certificate representing such Warrant to purchase one share of Series A Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 9. (c) The Class A Warrants and Class B Warrants included in the offering of Units will be detachable and separately transferable immediately from the shares of Series A Common Stock constituting part of the IPO Units. The Class B Warrants will also be detachable and separately transferable immediately from the shares of Series A Common Stock issued upon exercise of the Class A Warrants. (d) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Class A Warrants purchased and Class B Warrants sold pursuant to the Agency Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (ce) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 13,020,344 shares of Series A Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (df) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued pursuant to the Unit Purchase Option; (vi) at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Target Price(s) therefor made pursuant to Section 8 hereof; and (vii) those Class B Warrants issued upon exercise of Class A Warrants. (g) Pursuant to the terms of the Unit Purchase Option, Blair may purchase up to 999,999 IPO Units, which i▇▇▇▇▇e up to 999,999 Class A Warrants and 1,999,998 Class B Warrants. Notwithstanding anything to the contrary contained herein, the Warrants underlying the Unit Purchase Option shall not be subject to redemption by the Company except under the terms and conditions set forth in the Unit Purchase Option.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase at the Exercise Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement (subject to modification and adjustment as provided in Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) From time Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing all or a portion of 100,000 Warrants to time, purchase up to an aggregate of 100,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Expiration DateAgent upon written order of the Company signed by its Chairman of the Board, the Transfer Agent shall countersign Chief Executive Officer, President or a Vice President and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (d) From time to time, up to the Warrant Expiration Date or the Redemption Date, whichever date is earlier, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that herein, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) hereunder and those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iiiii) those Warrant Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement, and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Exercise Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Warrant shall initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 88 and to the limitation provided in Section 23. (b) Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased by the Registered Holder shall be delivered to the Registered Holder. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign execute and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 2,000,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (dc) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign execute and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (iI) those initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised un-exercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect (a) any adjustment or change in the Purchase Price or the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants, made pursuant to Section 8 hereof and (b) other modifications approved by Warrant holders in accordance with Section 16 hereof.

Warrants and Issuance of Warrant Certificates. (a) A One Warrant shall initially shall entitle the Registered Holder thereof registered holder of a Warrant to purchase at the Purchase Price therefor from the Initial Warrant Exercise Date until the Warrant Expiration Date one Warrant Share in accordance with share of Common Stock upon the terms hereofexercise thereof, subject to modification and adjustment as provided in Section 8. (b) Upon execution of this Agreement, Warrant Certificates representing 4,850,000 Warrants to purchase up to an aggregate of 4,850,000 shares of Common Stock (subject to modification and adjustment as provided in the form of Exhibit A annexed hereto representing the number of Warrants purchased Section 8) shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. (c) Upon exercise of the Over-Allotment Option, in whole or in part, Warrant Certificates representing up to 277,500 Warrants to purchase up to an aggregate of 277,500 shares of Common Stock (subject to modification and adjustment as provided in Section 8) shall be executed by the Company and delivered to the Warrant Agent. (d) Upon exercise of the Representative's Warrants as provided therein, Warrant Certificates representing 185,000 Common Stock Warrants to purchase up to an aggregate of 185,000 shares of Common Stock (subject to modification and adjustment as provided in Section 8 hereof and in the Representative's Warrant Agreement), shall be countersigned, issued and delivered by the Warrant Agent upon written order of the Company signed by its Chairman of the Board, Chief Executive Officer, or President and by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary. (e) From time to time, up to time until the Warrant Expiration Date, the Transfer Warrant Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuable, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company shall countersign and deliver Warrant Certificates in required denominations of one or whole number denominations multiples thereof to the persons person entitled thereto in connection with any transfer or exchange permitted under this Agreement; . Except as provided that in Section 7 hereof, no Warrant Certificates shall be issued except (i) those Warrant Certificates initially issued hereunder, (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those Certificates issued upon any transfer or exchange pursuant to Section 6; of Warrants, (iviii) those Warrant Certificates issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; , (iv) Warrant Certificates issued pursuant to the Representative's Warrant Agreement (including Common Stock Warrants in excess of the 185,000 Common Stock Warrants initially issuable upon exercise of the Representative's Warrants and any Warrants issued as a result of the anti-dilution provisions contained in the Representative's Warrant Agreement), and (v) those issued at the option of the Company, Warrant Certificates in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 8 hereof.

Warrants and Issuance of Warrant Certificates. (a) A Each Warrant shall initially shall entitle the Registered Holder thereof of the Warrant certificate representing such Warrant ("Warrant Certificates") to purchase one Warrant Share (1) share of Common Stock upon the exercise thereof in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its Chairman, Chief Executive Officer, President or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (c) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 725,000 shares of Common Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, ; (ii) those issued on or after the Initial Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, ; (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change chance in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. (e) Pursuant to the terms of the Representative's Warrant, Stu-Co may purchase up to 62,500 Units, which include up to 62,500 Warrants. Notwithstanding anything to the contrary contained herein, the Warrants issuable upon exercise of the Representative's Warrant shall be subject to redemption by the Company.

Warrants and Issuance of Warrant Certificates. (a) A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) The Warrants included in the offering of Units will be detachable and separately transferable from the shares of Preferred Stock constituting part of such Units commencing on the Initial Exercise Date. (c) Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold in the Private Placement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued and delivered by the Warrant Agent as part of the Units. (cd) From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing up to the Warrant Shares issuablenumber of shares of Common Stock as shall be issuable on exercise of the Warrants, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (de) From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7; and (v) those issued at the option of the Company, in such form as may be approved by its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Common Stock purchasable upon exercise of the WarrantsWarrants or the Redemption Price therefor made pursuant to Section 9 hereof. (f) Notwithstanding anything to the contrary contained herein, the Agent's Warrants shall not be subject to redemption by the Company.

Warrants and Issuance of Warrant Certificates. (a) 1. A Warrant initially shall entitle the Registered Holder thereof of the Warrant Certificate representing such Warrant to purchase one Warrant Share (1) share of Preferred Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 89. (b) 2. Upon execution of this Agreement, Warrant Certificates in the form of Exhibit A annexed hereto representing the number of Warrants purchased sold pursuant to the Underwriting Agreement shall be executed by the Registered Holder shall be Company and delivered to the Registered HolderWarrant Agent. Upon written order of the Company signed by its President or Chairman or a Vice President and by its Secretary or an Assistant Secretary, the Warrant Certificates shall be countersigned, issued, and delivered by the Warrant Agent. (c) 3. From time to time, up to the Warrant Expiration Date, the Transfer Agent shall countersign and deliver stock certificates in required whole number denominations representing the Warrant Shares issuableup to an aggregate of 1,116,500 shares of Preferred Stock, subject to adjustment as described herein, upon the exercise of Warrants in accordance with this Agreement. (d) 4. From time to time, up to the Warrant Expiration Date, the Company Warrant Agent shall countersign and deliver Warrant Certificates in required whole number denominations to the persons entitled thereto in connection with any transfer or exchange permitted under this Agreement; provided that no Warrant Certificates shall be issued except (i) those initially issued hereunder, (ii) those issued on or after the Initial Warrant Exercise Date, upon the exercise of fewer than all Warrants represented by any Warrant Certificate, to evidence any unexercised Warrants warrants held by the exercising Registered Holder, (iii) those issued upon any transfer or exchange pursuant to Section 6; (iv) those issued in replacement of lost, stolen, destroyed destroyed, or mutilated Warrant Certificates pursuant to Section 7; (v) those issued pursuant to the Purchase Option; and (vvi) those issued at the option of the Company, in such form as may be approved by the its Board of Directors, to reflect any adjustment or change in the Purchase Price or Price, the number of Warrant Shares shares of Preferred Stock purchasable upon exercise of the Warrants or the Redemption Price therefor made pursuant to Section 9 hereof. 5. Pursuant to the terms of the Purchase Option, ▇▇▇▇▇▇▇▇▇▇ may purchase up to 21,500 Warrants.