Subject to Forfeiture

Subject to Forfeiture. Means that portion of this Warrant which has not Vested and therefore may not be exercised. If the Company is acquired in an acquisition or takeover before April 15, 2008, all Warrant shares Subject to Forfeiture shall become Vested at the Closing of the acquisition or takeover. If the Company's convertible debt outstanding as of April 30, 2007 is refinanced through the contacts of the Company's chairman rather than Bayberry Capital, then 50% of this warrant shall be forfeited.

Subject to Forfeiture. Means that portion of this Warrant which may not be exercised. This portion shall be calculated by taking 2,000,000 minus the lesser of (i) 2,000,000 or (ii) the cumulative gross profit (in dollars) of all Gilsor originated acquisitions (provided such acquisition was signed on or before October 15, 2008 and closed on or before January 15, 2009) for the 12 month periods immediately preceding acquisition by the Company and dividing the difference by 1.5464. An acquisition shall count as a "Gilsor... originated acquisition" if it is sourced by any of the former shareholders of Gilsor Technology Holdings, Inc. If the Company is acquired in an acquisition or takeover before April 15, 2008, all Warrant shares Subject to Forfeiture shall become Vested at the Closing of the acquisition or takeover. View More