THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
WARRANT TO PURCHASE STOCK
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby
acknowledged, COMERICA BANK or its assignee (“Holder”) is entitled to purchase the number of fully paid and
nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per
Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions
and upon the terms and conditions set forth in this warrant.
Method of Exercise . Holder may exercise this warrant by delivering this warrant and a duly executed
Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is
exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate
Warrant Price for the Shares being purchased.
Conversion Right . In lieu of exercising this warrant as specified in Section 1.1, Holder may from time to
time convert this warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value
of the Shares or other securities for which this warrant is being exercised minus the aggregate Warrant Price of such Shares by
(b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3.
Fair Market Value . If the Shares are traded regularly in a public market, the fair market value of the Shares