Financial Warrant Execution

FINANCIAL WARRANT EXECUTION

Issuer Name:    Holder Name:

Warrant Certificate No.:    Original Issue Date:    Governing Jurisdiction (State/Country):

RECITALS

WHEREAS, the Issuer issued and delivered to the Holder a warrant evidenced by Warrant Certificate No. described above (the "Warrant"), which grants the Holder the right to purchase shares of the Issuer's capital stock or other securities as provided in the Warrant;

WHEREAS, the Holder elects to exercise the Warrant, in whole or in part, in accordance with the terms of the Warrant and applicable law, and the Issuer is prepared to accept payment and to issue the applicable securities upon the terms and conditions set forth below.

EXERCISE ELECTION

Number of Warrants to be Exercised:    Shares per Warrant:    Class of Security to be Issued:

PAYMENT CALCULATION

Exercise Price per Share: $    Total Shares to be Issued:

Aggregate Payment Due: $    Tax Withholding Amount (if any): $

PAYMENT METHOD

Cash / Certified Funds     Check (Payable to Issuer)     Wire Transfer     Other:

HOLDER REPRESENTATIONS AND CERTIFICATIONS

The Holder hereby represents and warrants that: (a) the Holder has full power and authority to execute this Exercise Notice; (b) the securities to be issued upon exercise are being acquired for investment and not with a view to distribution; (c) the execution, delivery and performance of this Exercise Notice will not violate any agreement to which the Holder is subject.

Holder confirms that payment in the aggregate amount specified above is being tendered contemporaneously with the delivery of this Exercise Notice, and that any required tax or withholding amounts will be paid as stated herein.

ADJUSTMENTS; ISSUANCE

Upon receipt of this Exercise Notice and good and sufficient payment, the Issuer shall cause certificates (or electronic book-entry transfer) evidencing the shares to be issued to the Holder. The Issuer shall record the issuance on its stock ledger and deliver or arrange for delivery of the applicable securities within the period required by the Warrant.

Any adjustments to the number of shares, exercise price, or other terms shall be governed by the adjustment provisions of the Warrant and applicable law.

INDEMNIFICATION AND TAXES

The Holder agrees to indemnify and hold the Issuer harmless from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any breach of the Holder's representations or of the Holder's failure to pay any amounts due in connection with this exercise. The Holder is responsible for any taxes attributable to the issuance or transfer of securities, except as otherwise required by law.

NOTICES

Notices to Issuer — Name:    Address:

Notices to Holder — Name:    Address:

MISCELLANEOUS

Governing Law: This Exercise Notice shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of laws principles. Any dispute arising hereunder shall be resolved in the competent courts of that jurisdiction.

Entire Agreement: This Exercise Notice, together with the Warrant and any related agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

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