THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE

SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION

FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.

__________, 20___

________shares Warrant No. A-1

[insert name of Company]

STOCK PURCHASE WARRANT

Registered Owner:

This certifies that, for value received, [insert name of Company], a [________]
corporation (the “Company”) grants the following rights to the Registered Owner of this Warrant
or its assigns:

1. Issue. Upon tender to the Company pursuant to Section 5 hereof, the Company,
within three (3) Business Days of the date of such tender, shall issue to the Registered Owner or
its assigns, up to the number of shares specified in Section 2 hereof of fully paid and
nonassessable shares of common stock of the Company, par value $[___] per share (the
“Common Stock”) that the Registered Owner or its assigns is otherwise entitled to purchase.

2. Number of Shares. The total number of shares of Common Stock that the
Registered Owner, or its assigns, of this Warrant is entitled to receive upon exercise of this
Warrant (each, a “Warrant Share” and collectively, the “Warrant Shares”) is [_____] shares,
subject to adjustment from time to time as to the number and kind of securities for which this
Warrant is exercisable, all as set forth in Section 6 hereof. The Company shall at all times
reserve and hold available out of its authorized and unissued shares of Common Stock, sufficient
shares of Common Stock to satisfy all conversion and purchase rights represented by outstanding
convertible securities, options and warrants, including this Warrant. The Company covenants
and agrees that all shares of Common Stock or other securities, as the case may be, that may be
issued upon the exercise of this Warrant shall, upon issuance, be duly and validly issued, fully
paid and nonassessable, free from all taxes, liens and charges with respect to the purchase and
the issuance of such shares, and shall not have any legend or restrictions on resale, except as
required by Section 3.1(b) of the Purchase Agreement.

3. Exercise Price. The initial per share exercise price of this Warrant, representing the
price per share at which the Warrant Shares may be purchased, is $[____], subject to adjustment
from time to time pursuant to the provisions of Section 6 hereof (the “Exercise Price”)
 4. Exercise Period. This Warrant may be exercised from the First Closing Date (as
defined in the Purchase Agreement) or [the][any] Additional Closing Date (as defined in the
Purchase Agreement), as the case may be, up to and including _________ __, 20__ [insert [__]
years less 1 day from the date of the applicable closing date] (the “Exercise Period”). If not
exercised during the Exercise Period, this Warrant and all rights granted under this Warrant shall
expire and lapse.

5. Tender; Issuance of Certificates.

a. This Warrant may be exercised, in whole or in part, by: (i) actual delivery of
(A) the Exercise Price in cash, (B) a duly executed Warrant Exercise Form, a copy of which is
attached to this Warrant as Exhibit A, properly executed by the Registered Owner, or assigns, of
this Warrant and (C) this Warrant or (ii) if the resale of the Warrant Shares by the Registered
Owner is not then registered pursuant to an effective registration statement under the Securities
Act, delivery to the Company of a written notice of an election to effect a Cashless Exercise (as
defined below) for the Warrant Shares specified in the Warrant Exercise Form. The Warrant
Shares so purchased shall be deemed to be issued to the Registered Owner as of the close of
business on the date on which this Warrant shall have been surrendered, the completed Warrant
Exercise Form shall have been delivered and payment shall have been made for such shares as
set forth above. The payment and Warrant Exercise Form must be delivered to the registered
office of the Company either in person or as set forth in Section 14 hereof.

b. If, and only if, at the time of exercise of this Warrant, the Warrant Shares
cannot be sold pursuant to an effective registration statement, then, in addition to the exercise of
all or any part of this Warrant by payment of the Exercise Price in cash as provided above, and in
lieu of such payment, the Registered Owner shall have the right to effect a cashless exercise (a
“Cashless Exercise”) of this Warrant. In the event of a Cashless Exercise, the Registered Owner
may pay the aggregate Exercise Price, in whole or in part, by either:

(i) surrendering that number of Warrant Shares (including Warrant

Shares to be delivered upon such Cashless Exercise) equal to the product of (x) the
number of shares as to which this Warrant is being exercised multiplied by (y) a
fraction, the numerator of which is the Per Share Market Value of the Common Stock
less the Exercise Price then in effect and the denominator of which is the Per Share
Market Value (in each case adjusted for fractional shares as herein provided); or

(ii) surrendering that number of shares of Common Stock equal to the

product of (x) the number of shares as to which this Warrant certificate is being
exercised multiplied by (y) a fraction, the numerator of which is the Per Share Market
Value of the Common Stock less the Exercise Price then in effect and the
denominator of which is the Per Share Market Value (in each case adjusted for
fractional shares as herein provided).

c. In lieu of physical delivery of the Warrant, provided that the Company’s

transfer agent is participating in The Depositary Trust Company (“DTC”) Fast Automated
Securities Transfer program, upon request of the Registered Owner and in compliance with the
provisions hereof, the Company shall use its best efforts to cause its transfer agent to

2
electronically transmit the Warrant Shares to the Registered Owner by crediting the account of
the Registered Owner’s Prime Broker with DTC through its Deposit Withdrawal Agent
Commission system. The time period for delivery described herein shall apply to the electronic
transmittals described herein.

d. Certificates for the Warrant Shares so purchased representing the aggregate

number of shares specified in the Warrant Exercise Form and any cash payments due under
Section 16 hereof shall be delivered to the Registered Owner within a reasonable time, not
exceeding three (3) Business Days, after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested by the Registered
Owner and shall be registered in the name of the Registered Owner or such other name as shall
be designated by such Registered Owner. If this Warrant shall have been exercised only in part,
then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery
of such certificates, deliver to the Registered Owner a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been exercised.

6. Adjustment of Exercise Price.

a. Common Stock Dividends; Common Stock Splits; Reverse Common Stock

Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend
on its Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines outstanding shares of Common Stock into a smaller number of shares
(other than a combination contemplated by Section 6(b) hereof) or (iv) issues by reclassification
of shares of Common Stock any shares of capital stock of the Company, then (x) the Exercise
Price shall be multiplied by a fraction: (A) the numerator of which shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding before such event and (B) the
denominator of which shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding after such event and (y) the number of Warrant Shares shall be
multiplied by a fraction: (A) the numerator of which shall be the number of shares of Common
Stock (excluding treasury shares, if any) outstanding after such event and (B) the denominator of
which shall be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event. Any adjustment made pursuant to this paragraph 6(a) shall
become effective immediately after the record date for the determination of shareholders entitled
to receive any dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or re-classification.

b. Reverse Stock Splits. If the Company undertakes a reverse stock split in

response to a notice from [insert name of exchange on which Common Stock is traded], or
any other National Market on which the Common Stock is then trading, that the Common Stock
is trading below [insert name of exchange on which Common Stock is traded]’s or such other
National Market’s requirements for continued listing, the Exercise Price shall be adjusted to the
Average Price for the ten consecutive Trading Days commencing forty-five (45) days after the
reverse stock split.

c. Rights; Options; Warrants or Other Securities . If the Company, at any time

while this Warrant is outstanding, fixes a record date for the issuance of rights, Options (as
defined in Section 6(f)(i)(B)), warrants or other securities to all of the holders of Common Stock

3
entitling them to subscribe for or purchase, convert into, exchange for or otherwise acquire
shares of Common Stock for no consideration or at a price per share less than the Exercise Price,
the Exercise Price shall be multiplied by a fraction, the numerator of which shall be: (i) the
number of shares of Common Stock (excluding treasury shares, if any) outstanding on the date of
such issuance or sale plus (ii) the number of shares of Common Stock which the aggregate
consideration received by the Company for such issuance or sale would purchase at the Exercise
Price, and the denominator of which shall be (i) the number of shares of Common Stock
(excluding treasury shares, if any) outstanding on the date of such issuance or sale plus (ii) the
number of additional shares of Common Stock offered for subscription, purchase, conversion,
exchange or acquisition. Such adjustment shall be made whenever such rights, Options, warrants
or other securities are issued, and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights, Options, warrants or other
securities.

d. Extraordinary Dividends and Distributions. In case the Company at any time

or from time to time after the date hereof shall declare, order, pay or make a dividend or other
distribution (including, without limitation, any distribution of other or additional stock or other
securities or property or Options by way of dividend, spin-off, reclassification, recapitalization or
similar corporate rearrangement) on the Common Stock other than a dividend payable in
additional shares of Common Stock then, and in each such case, the Exercise Price in effect
immediately prior to the close of business on the record date fixed for the determination of
holders of any class of securities entitled to receive such dividend or distribution shall be
reduced, effective as of the close of business on such record date, to a price determined by
multiplying such Exercise Price by a fraction:

(i) the numerator of which shall be (1) the Per Share Market Value in
effect on such record date or, if the Common Stock trades on an ex-dividend
basis, on the date prior to the commencement of ex-dividend trading minus (2) the
fair market value of such dividend or distribution (as determined in good faith by
the Board) applicable to one share of Common Stock; and

(ii) the denominator of which shall be such Per Share Market Value;

provided, however, that in the event that the amount of such dividend as so determined is equal
to or greater than the Per Share Market Value, at the option of the Majority Holders (as defined
in the Company’s Series [__] Certificate of Designation) and in lieu of the foregoing adjustment,
adequate provision shall be made so that the Registered Holder shall receive a pro rata share of
such dividend based upon the maximum number of shares of Common Stock at the time issuable
to such Registered Holder (determined without regard to whether the Warrant is exercisable at
such time).

e. Record Date. If the Company establishes a record date for the purpose of
entitling holders of Common Stock to receive a dividend or other distribution payable in
Common Stock, Options or Convertible Securities (as defined in Section 6(f)(i)(B) hereof), then,
for the purposes of this Section 6, such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of
such dividend or the making of such other distribution, as the case may be.

4
 f. Adjustment to Exercise Price.

(i) If the Company, at any time while this Warrant is outstanding,

takes any of the actions described in this Section 6(f), then, in order to prevent dilution of
the rights granted under this Warrant, the Exercise Price will be adjusted from time to time
as provided in this Section 6(f):

(A) issues or sells any Common Stock;

(B) grants, issues or sells any rights, options or warrants to subscribe for or
to purchase Common Stock or any stock or other securities convertible into or
exchangeable for Common Stock (such rights, options or warrants being herein
called “Options” and such convertible or exchangeable stock or securities being
herein called “Convertible Securities”); or

(C) issues or sells any Convertible Securities;

for (1) with respect to paragraph (i)(A) above, a price per share less than the Exercise
Price in effect immediately prior to such issuance or sale or (2) with respect to paragraphs
(i)(B) or (i)(C) above, a price per share for which Common Stock issuable upon the
exercise of such Options or upon conversion or exchange of such Convertible Securities
is less, than the Exercise Price in effect immediately prior to such issuance, grant or sale
then, immediately after such issuance, grant or sale the Exercise Price then in effect shall
be reduced to an amount equal to the consideration per share of Common Stock received
or to be received in connection with such issuance, grant or sale (including, the
consideration, if any, to be received upon the exercise of such Options or the conversion
or exchange of such Convertible Securities). If there is a change at any time in: (x) the
exercise price provided for in any Options, (y) the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities or (z) the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock, then immediately after such change in exercise price, additional consideration or
rate of conversion or exchange, the Exercise Price in effect at the time of such change
shall be further readjusted to give effect to such changed exercise price, additional
consideration or changed rate of conversion or exchange, as the case may be.

(ii) Effect on Exercise Price of Certain Events . For purposes of

determining the adjusted Exercise Price under this Section 6(f), the following
shall be applicable:

(A) Calculation of Consideration Received. If any Common Stock,

Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor will be deemed to be
the net amount of cash received by the Company therefor. If any Common Stock,
Options or Convertible Securities are issued or sold for consideration other than
cash, the amount of the consideration other than cash received by the Company
will be deemed to be the fair value of such consideration, determined jointly by
the Company and the registered owners of a majority of the Warrant Shares and

5
 Warrants then outstanding, except where such consideration consists of securities,
in which case the amount of consideration received by the Company will be the
Average Price of such securities on the Trading Day immediately preceding the
date of receipt thereof. In case any Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection with
any merger in which the Company is the surviving entity, the amount of
consideration therefor will be deemed to be the fair value of such portion of the
net assets and business of the non-surviving entity as is attributable to such
Common Stock, Options or Convertible Securities, as the case may be. If such
parties are unable to reach agreement within ten (10) days after the occurrence of
an event requiring valuation (the “Valuation Event”), the fair value of such
consideration shall be determined within forty-eight (48) hours of the tenth (10th)
day following the Valuation Event by an Appraiser selected in good faith by the
Company and agreed upon in good faith by the holders of a majority of the
Warrant Shares and the Warrants then outstanding. The determination of such
Appraiser shall be binding upon all parties absent manifest error.

(B) Integrated Transactions. In case any Option is issued in connection

with the issue or sale of other securities of the Company, together comprising one
integrated transaction in which no specific consideration is allocated to such
Options by the parties thereto, the Options will be deemed to have been issued for
an aggregate consideration of $0.001 per share.

(C) Treasury Shares. The number of shares of Common Stock outstanding

at any given time does not include shares owned or held by or for the account of
the Company, and the disposition of any shares so owned or held will be
considered an issue or sale of Common Stock.

(D) Certain Events. If any event that would adversely affect the rights of
the Registered Owner occurs but is not expressly provided for by this Section 6
(including, without limitation, the granting of stock appreciation rights, phantom
stock rights or other rights with equity features), then the Company’s Board of
Directors will make an appropriate adjustment to the Exercise Price so as to
protect the rights of the Registered Owner.

Notwithstanding the foregoing, in no event shall any provision in this Section 6 cause the
Exercise Price to be greater than the Exercise Price on the date of issuance of this Warrant.

g. Adjustment for Recapitalization, Reclassification, Exchange and Substitution.

If at any time after the date of the issuance of this Warrant the Common Stock issuable upon the
exercise of this Warrant is changed into the same or a different number of shares of any class or
classes of stock, whether by recapitalization, reclassification, exchange, substitution or otherwise
(other than a subdivision of Common Stock or dividend on Common Stock paid in shares of
Common Stock, and other than a capital reorganization, merger or consolidation provided for
elsewhere in this Section 6), then the Registered Holder shall have the right thereafter to convert
this Warrant into the kind and amount of stock or other securities and property receivable in
connection with such recapitalization, reclassification or other change as if such Registered

6
Holder had held the maximum number of shares of Common Stock into which this Warrant
could have been exercised for immediately prior to such recapitalization, reclassification or
change (without taking into account any limitations or restrictions on the exercisability of this
Warrant), all subject to further adjustments as provided herein or with respect to such other
securities or property by the terms thereof.

h. Reorganizations, Mergers or Consolidations. If at any time after the date of

the issuance of this Warrant the Common Stock is converted into other securities or property,
whether pursuant to a capital reorganization, merger, consolidation or otherwise (other than a
recapitalization, reclassification, subdivision, exchange or substitution of shares provided for
elsewhere in this Section 6), then as a part of such transaction, provision shall be made so that
the Registered Holder of this Warrant shall thereafter be entitled to receive upon exercise of this
Warrant the number of shares of stock or other securities or property to which a holder of the
maximum number of shares of Common Stock deliverable upon exercise of this Warrant would
have been entitled to receive in connection with such transaction (without taking into account
any limitations or restrictions on the exercisability of this Warrant), subject to adjustment in
respect of such stock or securities by the terms thereof. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 6 with respect to the rights of
the Registered Holder of this Warrant after such transaction to the end that the provisions of this
Section 6 (including adjustment of the Exercise Price then in effect and the number of shares of
Common Stock issuable upon exercise of this Warrant) shall be applicable after that event and be
as nearly equivalent as practicable. The Company shall not be a party to any capital
reorganization, merger or consolidation in which the Company is not the surviving entity unless
the entity surviving such transaction assumes all of the Company’s obligations hereunder.

i. Adjustment of Number of Shares. Upon each adjustment of the Exercise

Price as a result of the calculations made in this Section 6, this Warrant shall thereafter evidence
the right to receive, at the adjusted Exercise Price, that number of shares of Common Stock
(calculated to the nearest one-hundredth) obtained by dividing: (i) the product of (A) the
aggregate number of shares covered by this Warrant immediately prior to such adjustment and
(B) the Exercise Price in effect immediately prior to such adjustment by (ii) the Exercise Price in
effect immediately after such adjustment.

j. Rounding. All calculations under this Section 6 shall be made to the nearest
cent or the nearest l/l00th of a share, as the case may be.

i. Unauthorized Transfer. In the event that the Company makes an Unauthorized

Transfer and the Affiliate who holds, possesses or controls any such material assets, or any
interest in any such material assets, issues or sells any capital stock (including any Options or
Convertible Securities), the Exercise Price shall be reduced to a price equal to the lower of: (i)
the Average Price of the ten (10) Trading Days immediately preceding the closing of any such
sale or issuance of capital stock (or Options or Convertible Securities) and (ii) the Average Price
of the ten (10) days immediately following the closing of any such sale or issuance.

k. Notice of Certain Events. If:

7
 (i) the Company declares a dividend (or any other distribution) on its
Common Stock;

(ii) the Company declares a special nonrecurring cash dividend on or a

redemption of its Common Stock;

(iii) the Company authorizes the granting to the holders of its Common
Stock of rights or warrants to subscribe for or to purchase any shares of capital stock of the
Company of any class or of any rights;

(iv) the approval of any shareholders of the Company is required in

connection with any reclassification of Common Stock, any consolidation or merger to which the
Company is a party, any sale or transfer of all or substantially all of the Company’s assets or any
compulsory share exchange whereby the Common Stock is converted into other securities, cash
or property; or

(v) the Company authorizes the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company;

then, the Company shall cause to be filed at each office or agency maintained for the purpose of
exercise of this Warrant, and shall cause to be delivered to the Registered Owner, at least thirty
(30) calendar days prior to the applicable record or effective date hereinafter specified, a notice
(provided such notice shall not include any material non-public information) stating (a) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights
or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be
determined or (b) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided, however, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. Nothing herein shall prohibit the Registered Owner from
exercising this Warrant during the 30-day period commencing on the date of such notice.

7. Mandatory Redemption. In case: (a) the Company refuses to honor a duly executed
Warrant Exercise Form delivered pursuant to Section 5 hereof, (b) the Company fails to deliver
to the Registered Owner such certificate or certificates pursuant to Section 5 on or prior to the
fifteenth (15th) Trading Day after the Exercise Date, (c)(i) a Registration Statement for the
Warrant Shares has not been declared effective by the Securities and Exchange Commission on
or prior to the 90th day after the First Closing Date or (ii) after its effectiveness and prior to the
expiration of the Company’s obligation to keep the Registration Statement effective as required
under the Registration Rights Agreement, such Registration Statement lapses in effect or sales of
all of the Warrant Shares otherwise cannot be made thereunder (other than by reason of any
actions taken by a Registered Owner) for more than twenty (20) consecutive days or forty (40)
days in any twelve (12) month period (other than by reason of Section 3(r) of the Registration
Rights Agreement), (d) the Company receives a notice from [insert name of exchange on which

8
Common Stock is traded], or any other National Market on which the Common Stock is then
trading, that the Common Stock is trading below [insert name of exchange on which Common
Stock is traded]’s or such other National Market’s requirements for continued listing, (e) the
Company makes an Unauthorized Transfer without advance written consent of the Registered
Owner, (f) the Company consummates a Change of Control Transaction, (g) of any compulsory
share exchange pursuant to which Common Stock is converted into other securities, cash or
property, (h) of any reclassification of Common Stock or (i) the Company breaches any
representation, warranty, covenant or other term or condition of this Warrant, the Purchase
Agreement, the Registration Rights Agreement, the Certificate of Designation or any other
agreement, document, certificate or other instrument delivered in connection with the
transactions contemplated hereby or thereby, except to the extent that such breach would not
have a Material Adverse Effect (as defined in Section 2.1(a) of the Purchase Agreement) and
except, in the case of a breach of a covenant which is curable, only if such breach continues for a
period of at least ten (10) days after the Company knows or reasonably should have known of the
existence of such breach [or] (j) one or more members of the Company’s management is
convicted for fraud or a violation of any federal or state securities or commodities law [or (k)
there is a material change in the Company’s business model] (each of (a) through [(j)][(k)], a
“Redemption Event”), the Registered Owner shall have the option to require the Company to
redeem, from funds legally available therefor at the time of such redemption, in cash (the
“Redemption Right”) the Registered Owner’s shares of Common Stock immediately theretofore
acquirable and receivable upon the exercise of this Warrant at a price per share equal to the
Average Price immediately preceding the effective date, the date of the closing, or date of
consummation, as the case may be, of the Redemption Event triggering such Redemption Right
minus the Exercise Price of this Warrant (the “Redemption Price”) . The Company shall pay the
Redemption Price to the Registered Owner of this Warrant in cash on the Redemption Date;
except that in the event of an occurrence of a Redemption Event specified in (d) above, the
Company shall issue to the Registered Owner on the Redemption Date a promissory note in the
principal amount equal to the Redemption Price, bearing interest at the rate of 1.0% per month
and payable in full 90 days after the Redemption Date. If the Company fails to pay the
Redemption Price to such Registered Owner on the Redemption Date, such unpaid amount shall
bear interest at the rate of 2.0% per month until paid in full. This provision shall similarly apply
to successive Redemption Events.

8. [NYSE][NASDAQ][AMEX] Limitation.1 If on any date of exercise of the Warrants:

(a) the Common Stock is listed for trading on [NYSE][NASDAQ][AMEX] (or any other
National Market), (b) the number of shares of Common Stock to be issued upon the exercise of
the Warrants, combined with all other issuances of Common Stock which, under the
requirements of [NYSE][NASDAQ][AMEX] (or any other National Market), are required to be
aggregated with such issuance for determining the need for stockholder approval (“Stockholder
Approval”) for the listing of the shares to be issued on [NYSE][NASDAQ][AMEX] (or any
other National Market), would equal or exceed 19.9% of the number of shares of the Common
Stock outstanding immediately prior to the Original Issuance Date (the “Issuable Maximum”)
and (c) the issuance of shares of Common Stock in excess of the Issuable Maximum has not been
approved by the stockholders of the Company in accordance with the applicable rules and

1
When drafting this provision, you should check the rules of the applicable exchange to determine the specific
requirements for shareholder approval.

9
regulations of [NYSE][NASDAQ][AMEX] (or any other National Market), then, to the extent
that the exercise of the Warrants would result in the issuance of shares of Common Stock in
excess of a Holder’s pro rata allocation of the Issuable Maximum (the “Excess Amount”), the
Company shall use its reasonable efforts to obtain the Stockholder Approval applicable to such
issuance as soon as is possible, but in any event not later than the 90th day after such request (the
“Approval Date”) unless the Company has previously used its commercially reasonable efforts
to, but has failed to, obtain such approval; provided, however, that such Stockholder Approval
will satisfy the applicable rules and regulations of the [NYSE][NASDAQ][AMEX] (or other
National Market). If such Stockholder Approval is not obtained by the Approval Date, then the
Company shall be required, within thirty (30) days of the Approval Date, to redeem, from funds
legally available therefor at the time of such redemption, in cash, the Registered Owner’s shares
of Common Stock immediately theretofore acquirable and receivable upon the exercise of this
Warrant in an amount equal to the Excess Amount, at a price per share equal to the Average Price
immediately preceding the date of such redemption minus the Exercise Price; provided, however,
that in the event that the Company is unable to effect such redemption because of applicable law
or otherwise, then the Company shall pay to each Holder an amount in cash equal to: (x) the
number of shares of Common Stock equal to the Excess Amount multiplied by (y) the difference
between the Average Price and the Exercise Price.

9. Restriction on Exercise by Either the Registered Owner or the Company.

Notwithstanding anything herein to the contrary, in no event shall any Registered Owner or the
Company have the right or be required to exercise this Warrant if as a result of such exercise the
aggregate number of shares of Common Stock beneficially owned by such Registered Owner
and its Affiliates would exceed 4.99% of the outstanding shares of the Common Stock following
such exercise. For purposes of this Section 9, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The
provisions of this Section 9 may be waived by a Registered Owner as to itself (and solely as to
itself) upon not less than 65 days prior written notice to the Company, and the provisions of this
Section 9 shall continue to apply until such 65th day (or later, if stated in the notice of waiver).

10. Officer’s Certificate. Whenever the Exercise Price or the number or kind of shares
of Common Stock purchasable upon exercise of this Warrant are be adjusted as required by the
provisions of Section 6 hereof, the Company shall forthwith file in the custody of its Secretary or
an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer’s
certificate showing the adjusted Exercise Price, number of shares or other securities determined
as herein provided, setting forth in reasonable detail the facts requiring such adjustment and the
manner of computing such adjustment. Each such officer’s certificate shall be signed by the
Company’s chairman, president or chief financial officer and by the Company’s secretary or any
assistant secretary. Each such officer’s certificate shall be made available at all reasonable times
for inspection by any Registered Owner and the Company shall, forthwith after each such
adjustment, deliver a copy of such certificate to the Registered Owner.

11. Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given to such terms in the Purchase Agreement. As used in this Warrant, the
following terms have the following meanings:

10
 “Affiliate” means, with respect to any Person, any other Person that directly or indirectly
controls or is controlled by or under common control with such Person. For the purposes of this
definition, “control,” when used with respect to any Person, means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or otherwise; and the
terms of “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

“Appraiser” shall mean a nationally recognized or major regional investment banking

firm or firm of independent certified public accountants of recognized standing.

“Average Price” on any date means: (a) the sum of the Per Share Market Value for the
ten (10) Trading Days immediately preceding such date minus (b) the highest and lowest Per
Share Market Value during the ten (10) Trading Days immediately preceding such date, divided
by (c) eight (8), or a similar calculation if another figure for the number of Trading Days is set
forth for clause (a) of this definition.

“Business Day” means any day except Saturday, Sunday and any day which shall be a
legal holiday or a day on which banking institutions in the state of New York generally are
authorized or required by law or other government actions to close.

“Cashless Exercise” has the meaning assigned to it in Section 5(b).

“Change of Control” means the occurrence of any of the following: (a) an acquisition or
series of related acquisitions by any Person or “group” (as described in Section 13(d)(3) of the
Exchange Act) of in excess of [thirty-three and one third percent (33 1/3%)] of the voting power
of the Company, (b) the merger or consolidation of the Company with or into another Person,
unless the holders of the Company’s securities immediately prior to such transaction or series of
related transactions continue to hold at least fifty percent (50%) of such securities following such
transaction or series of related transactions, (c) the sale, conveyance, lease, transfer, exclusive
license or disposition of all or substantially all of the Company’s assets in one or a series of
related transactions, (d) during any period of twelve (12) consecutive months after the Original
Issue Date, individuals who at the beginning of any such twelve (12) month period constituted
the Board cease for any reason to constitute a majority of the Board then in office or (e) the
Company’s execution of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in clauses (a), (b), (c) or (d).

“Convertible Securities” has the meaning assigned to it in Section 6(f)(i)(B) hereof.

“Distribution Date” has the meaning assigned to it in Section 22 hereof.

“Excess Amount” has the meaning assigned to it in Section 8 hereof.

“Exercise Period” has the meaning assigned to it in Section 4 hereof.

“Exercise Price” has the meaning assigned to it in Section 3 hereof.

“Issuable Maximum” has the meaning assigned to it in Section 8 hereof.

11
 “NASDAQ” means the National Market System of the Nasdaq Stock Market.

“National Market” means the NASDAQ National Market, the NASDAQ SmallCap
Market, the New York Stock Exchange and the American Stock Exchange.

“Options” has the meaning assigned to it in Section 6(f)(i)(B) hereof.

“OTCBB” means the Over-the-Counter Bulletin Board of the National Association of

Securities Dealers, Inc.

“Per Share Market Value” means on any particular date: (a) the closing bid price per
share of the Common Stock on such date on: (i) the National Market on which the Common
Stock is then listed or quoted, or, if there is no such price on such date, then the closing bid price
on such exchange or quotation system on the date nearest preceding such date or (ii) the
OTCBB, as reported by the National Quotation Bureau Incorporated (or similar organization or
agency succeeding to its function of reporting prices) or (b) if the Common Stock is not then
listed or quoted on any National Market or the OTCBB, the fair market value of a share of
Common Stock as determined by an Appraiser selected in good faith by the Registered Holder of
this Warrant; provided, however, that the Company, after receipt of the determination by such
Appraiser, shall have the right to select, in good faith, an additional Appraiser, in which case the
fair market value shall be equal to the average of the determinations by each such Appraiser; and
provided, further that all determinations of the Per Share Market Value shall be appropriately
adjusted for any stock dividends, stock splits or other similar transactions during such period.

“Purchase Agreement” means that certain Securities Purchase Agreement, dated

[________], [__], 20[__], among the Company and the Purchasers.

“Purchaser” has the meaning set forth in the Purchase Agreement.

“Redemption Event” has the meaning assigned to it in Section 7 hereof.

“Redemption Price” has the meaning assigned to it in Section 7 hereof.

“Redemption Right” has the meaning assigned to it in Section 7 hereof.

“Registered Holder” means the person identified on the face of this Warrant as the
registered owner hereof or such other person as shown on the records of the Company as being
the registered owner of this Warrant or their assigns.

“Registration Rights Agreement” means that certain Registration Rights Agreement,

dated [________], [__], 20[__], among the Company and the Purchasers.

“Rights” has the meaning assigned to it in Section 22 hereof.

“Stockholder Approval” has the meaning assigned to it in Section 8 hereof.

“Trading Day(s)” means any day on which the primary market on which shares of
Common Stock are listed is open for trading.

12
 “Unauthorized Transfer” means any transfer or series of transfers pursuant to which any
material assets of the Company (including, but not limited to, cash, property, contracts,
intellectual property and receivables), or any interest in any such material assets of the Company,
are transferred to any Affiliate of the Company or to any other Person who will be an Affiliate of
the Company after such transfer(s).

“Valuation Event” has the meaning assigned to it in Section 6(f)(ii)(A) hereof.

“Warrants” means the warrants issuable on the First Closing Date (as defined in the
Purchase Agreement) or the Additional Closing Date (as defined in the Purchase Agreement), as
the case may be.

“Warrant Share” has the meaning assigned to it in Section 2 hereof.

“Warrant Shares” has the meaning assigned to it in Section 2 hereof.

12. Registration Rights. The Company will undertake the registration of the Warrant
Shares at such times and upon such terms pursuant to the provisions of the Registration Rights
Agreement.

13. Reservation of Warrant Shares; Listing. The Company covenants that it will at all
times reserve and keep available out of its authorized shares of Common Stock, free from
preemptive rights and solely for the purpose of issue upon exercise of the Warrant as herein
provided, such number of shares of the Common Stock as shall then be issuable upon the
exercise of all outstanding Warrants into Common Stock. The Company shall promptly secure
the listing of the shares of Common Stock issuable upon exercise of this Warrant upon each
National Exchange or automated quotation system, if any, upon which shares of Common Stock
are then listed (subject to official notice of issuance upon exercise of this Warrant) and shall
maintain, so long as any other shares of Common Stock shall be so listed, such listing of all
shares of Common Stock from time to time issuable upon the exercise of this Warrant.

14. Notices. Any notices, consents, waivers or other communications required or

permitted to be given hereunder shall be in writing and shall be deemed to have been received:
(a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct answer back
received), telecopy or facsimile (with transmission confirmation report) at the address or number
designated below (if received by 5:00 p.m. eastern time where such notice is to be received), or
the first Business Day following such delivery (if received after 5:00 p.m. eastern time where
such notice is to be received) or (b) one (1) Business Day following the date of deposit with a
nationally recognized overnight courier, fully prepaid, addressed to such address or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications are:

If to the Company:

[name of company]
[address for notices]
Telephone:

Facsimile:

13
 Attention:

With a copy to (which copy shall not constitute notice):

[name]
[address for notices]
Telephone:
Facsimile:
Attention:

If to the Transfer Agent:

[name]
[address for notices]
Telephone:
Facsimile:
Attention:

If to [Fund] to:

[name]
[address for notices]
Telephone:
Facsimile:
Attention:

With a copy, in the case of notice to [Fund] (which copy shall not constitute
notice), to:

[name]
[address for notices]
Telephone:
Facsimile:
Attention:

[INSERT ANY ADDITIONAL PURCHASERS]

Each party shall provide written notice to the other party of any change in address or
facsimile number in accordance with the provisions hereof.

15. Compliance With Governmental Requirements. The Company covenants that if

any shares of Common Stock required to be reserved for purposes of exercising this Warrant
require registration with or approval of any governmental authority under any Federal or state
law or any National Exchange before such shares may be issued upon exercise, the Company

14
will use its best efforts to cause such shares to be duly registered or approved, as the case may
be.

16. Fractional Shares. Upon any exercise hereunder, the Company shall not be required
to issue stock certificates representing fractions of shares of the Common Stock, but may if
otherwise permitted make a cash payment in respect of any final fraction of a share based on the
Per Share Market Value at such time. If the Company elects not to, or is unable to, make such a
cash payment, the Registered Owner shall be entitled to receive, in lieu of the final fraction of a
share, one whole share of Common Stock.

17. Payment of Tax Upon Issue of Transfer. The issuance of certificates for shares of
Common Stock issuable upon exercise of this Warrant shall be made without charge to the
Registered Owner for any documentary stamp or similar taxes that may be payable in respect of
the issuance or delivery of such certificate, provided that the Company shall not be required to
pay any tax that may be payable in respect of any transfer involved in the issuance and delivery
of any such certificate upon exercise in a name other than that of the Registered Owner and the
Company shall not be required to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the Company’s satisfaction that such tax has been paid.

18. Warrants Owned by Company Deemed Not Outstanding. In determining whether

the Registered Holder has concurred in any direction, consent or waiver under this Warrant,
warrants which are owned by the Company or any other obligor on such Warrants or any
Affiliate of the Company or any other obligor on such Warrants shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided, however, that any
Warrants owned by the Purchasers (as defined in the Purchase Agreement) shall be deemed
outstanding for purposes of making such a determination. Warrants so owned which have been
pledged in good faith may be regarded as outstanding if the pledgee establishes to the
Company’s satisfaction the pledgee’s right to act with respect to such Warrants and that the
pledgee is not the Company or any other obligor on such Warrants or any Affiliate of the
Company or any other obligor on such Warrants.

19. Effect of Headings. The section headings herein are for convenience only and shall
not affect the construction hereof.

20. No Rights as Stockholder. This Warrant shall not entitle the Registered Owner to
any rights as a stockholder of the Company, including without limitation, the right to vote, to
receive dividends and other distributions or to receive notice of, or to attend, meetings of
stockholders or any other proceedings of the Company, unless and to the extent converted into
shares of Common Stock in accordance with the terms hereof.

21. Certain Actions Prohibited. The Company shall not, by amendment of its charter or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all of the provisions of this Warrant and in the taking of all such
action as may be reasonably requested by the Registered Holder in order to protect the exercise

15
privilege of such Registered Holder against dilution or other impairment, consistent with the
tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the
Company shall: (i) not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the Exercise Price then in effect and (ii) take all actions as
may be necessary or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock upon the exercise of this Warrant.

22. Shareholder Rights Plan. Notwithstanding the foregoing, in the event that the
Company distributes “poison pill” rights pursuant to a “poison pill” shareholder rights plan (the
“Rights”), the Company shall, in lieu of making any adjustment pursuant to Section 6 hereof,
make proper provision so that each Registered Owner who exercises a Warrant after the record
date for such distribution and prior to the expiration or redemption of the Rights shall be entitled
to receive upon such exercise, in addition to the shares of Common Stock issuable upon such
exercise, a number of Rights to be determined as follows: (i) if such exercise occurs on or prior
to the date for the distribution to the holders of Rights of separate certificates evidencing such
Rights (the “Distribution Date”), the same number of Rights to which a holder of a number of
shares of Common Stock equal to the number of shares of Common Stock issuable upon such
exercise at the time of such exercise would be entitled in accordance with the terms and
provisions of and applicable to the Rights and (ii) if such exercise occurs after the Distribution
Date, the same number of Rights to which a holder of the number of shares of Common Stock
into which the Warrant was exercisable immediately prior to the Distribution Date would have
been entitled on the Distribution Date in accordance with the terms and provisions of and
applicable to the Rights, and in each case subject to the terms and conditions of the Rights.

23. Successors and Assigns. This Warrant shall be binding upon and inure to the benefit
of the Registered Owner and its assigns, and shall be binding upon any entity succeeding to the
Company by merger or acquisition of all or substantially all the Company’s assets. The
Company may not assign this Warrant or any rights or obligations hereunder without the prior
written consent of the Registered Owner. The Registered Owner may assign this Warrant
without the Company’s prior written consent.

24. Governing Law. This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York without regard to the principles of
conflicts of law thereof. Each party hereby irrevocably submits to the nonexclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court or that such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

16
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

25. Remedies. In the event of a breach by the Company of any of its obligations under
this Warrant, the Registered Owner, in addition to being entitled to exercise all rights granted by
law and under the Purchase Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that monetary
damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Warrant and hereby further agree that, in the event of any
action for specific performance in respect of such breach, it shall waive the defense that a
remedy at law would be adequate.

26. Mutilated or Missing Warrants. In case this Warrant is mutilated, lost, stolen or
destroyed, the Company, upon request of the Registered Owner, shall issue and deliver in
exchange and substitution for and upon cancellation of such mutilated Warrant (upon surrender
thereof), or in the event that this Warrant is lost, stolen or destroyed, a new Warrant of like tenor
and representing an equivalent right or interest, upon any indemnification or undertaking by the
Registered Owner to the Company in customary form as is reasonably required by the Company.

17
 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer as of the date first set forth above.

[INSERT NAME OF COMPANY]

By:

Name:

Title:
 EXHIBIT A

Warrant Exercise Form

TO: [INSERT NAME OF COMPANY]

The undersigned hereby: (1) irrevocably subscribes for and offers to purchase _______
shares of Common Stock of [___________], pursuant to Warrant No. ___ heretofore issued to
___________________ on ____________, 20___; (2) encloses either: (a) a cash payment of
$__________, (b) _____ Warrant Shares, valued at the Per Share Market Price of $ _____ on
________, ___, for these shares at a price of $____ per share (as adjusted pursuant to the
provisions of the Warrant) or (c) _______ shares of Common Stock, valued at the Per Share
Market Price of $ _____ on ________, ___, for these shares at a price of $____ per share (as
adjusted pursuant to the provisions of the Warrant) and (3) requests that a certificate for the
shares be issued in the name of the undersigned and delivered to the undersigned at the address
specified below.

Date:

Investor Name:

Taxpayer Identification

Number:

By:

Printed Name:

Title:

Address:

Cashless Exercise (Y or N)2: ______________________________

Note: The above signature should correspond exactly with the
name on the face of this Warrant Certificate or with the name of
the assignee appearing in the assignment form below.
2
Subject to certain conditions. See Section 5(b) of the Warrant.
AND, if said number of shares shall not be all the shares purchasable under the within Warrant, a
new Warrant Certificate is to be issued in the name of the undersigned for the remaining balance
of the shares purchasable thereunder less any fraction of a share paid in cash and delivered to the
address stated above.

20
031788.0001 NEW YORK 119839