Warrant(s)

Warrant(s). Shall mean the Warrants (including this Warrant), identical as to terms and conditions and date, issued by the Company in connection with the sale of the Notes, and all Warrants issued in exchange, transfer or replacement thereof.

Warrant(s). Means the Series C-1 Warrants and the Series C-2 Warrants to purchase shares of the Company's Common Stock issued to the Purchasers pursuant to the Purchase Agreement.

Warrant(s). Means the warrants to purchase Common Shares issued to the Investors pursuant to the Subscription Agreement; provided, however, that upon completion of the U.S. Migration, such Warrants will be automatically converted into the right to purchase an equal number of shares of U.S. Newco Common Stock.

Warrant(s). Warrants of the Company in the form attached hereto and incorporated herein as Exhibit B issued to Purchasers in connection with the Closing.

Warrant(s). Means the warrants issued to the Investors hereunder to purchase 1,333,333 shares of Common Stock, in the form attached hereto as Exhibit A.

Warrant(s). Means the warrants issued to the Investors hereunder to purchase 666,666 shares of Common Stock, in the form attached hereto as Exhibit A.

Warrant(s). Each of the ten (10) five-year Warrants to purchase Common Stock of the Company issued to GEM pursuant to the Acquisition Agreement, each of which entitles the holder thereof to purchase one hundred thousand (100,000) shares of Common Stock for one dollar ($1.00) per share, and each of which is being delivered to the Warrant Escrow Agent simultaneously with the execution of this Agreement and pursuant to the Warrant Escrow Agreement.

Warrant(s). Means the stock purchase warrants issued pursuant to the Note Purchase Agreement and this Agreement entitling the Holders to purchase, subject to Section 5, from the Company at the Warrant Office an aggregate of 175,000 shares of Common Stock (subject to adjustment as provided in Section 11) at the Exercise Price; -3-

Warrant(s). Means the Common Stock purchase warrant issued or issuable -------- to Northeast Securities, Inc. pursuant to an engagement letter with the Company.

Warrant(s). Means this Warrant and any other warrants, substantially identical hereto, to purchase Common Stock issued by the Company contemporaneously herewith to other Persons.