**“Common Stock”**means the common stock of the Company, $0.01 par value per share, and anysecurities into which such common stock may hereafter be reclassified or for which it may beexchanged as a class.**“Exchange Act”**means the Securities Exchange Act of 1934, as amended.**“Exercise Price”**means $[120% of price to public], subject to adjustment in accordance withSection 9.**“Fundamental Transaction”**means any of the following: (1) the Company effects any merger orconsolidation of the Company with or into another Person, (2) the Company effects any sale of allor substantially all of its assets in one or a series of related transactions, (3) any tender offeror exchange offer (whether by the Company or another Person) is completed pursuant to which holdersof Common Stock are permitted to tender or exchange their shares for other securities, cash orproperty, or (4) the Company effects any reclassification of the Common Stock or any compulsoryshare exchange pursuant to which the Common Stock is effectively converted into or exchanged forother securities, cash or property.**“New York Courts”**means the state and federal courts sitting in the City of New York, Boroughof Manhattan.**“Original Issue Date”**means the Original Issue Date first set forth on the first page of thisWarrant.**“Person”**means an individual or corporation, partnership, trust, incorporated orunincorporated association, joint venture, limited liability company, joint stock company,government (or an agency or subdivision thereof) or other entity of any kind.**“Rule 144”**means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rulemay be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC onhaving substantially the same effect as such Rule.“**SEC**” means the Securities and Exchange Commission.**“Securities Act”**means the Securities Act of 1933, as amended.**“Subsidiary”**means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-Xpromulgated by the SEC under the Exchange Act.**“Trading Day”**means (i) a day on which the Common Stock is traded or quoted on a TradingMarket, or (ii) if the Common Stock is not traded or quoted on any Trading Market, a day on whichthe Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (orany similar organization or agency succeeding to its functions of reporting prices); provided, thatin the event that the Common Stock is not traded or quoted as set forth in (i) or (ii) hereof, thenTrading Day shall mean a Business Day.
 
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**“Trading Market”**means whichever of the New York Stock Exchange, NYSE Amex Equities, theNASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or OTC BulletinBoard on which the Common Stock is listed or quoted for trading on the date in question.**“Warrant Shares”**means the shares of Common Stock issuable upon exercise of this Warrant.2. Registration of Warrant. The Company shall register this Warrant upon records tobe maintained by the Company for that purpose (the **“Warrant Register”**), in the name of the recordHolder hereof from time to time. The Company may deem and treat the registered Holder of thisWarrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution tothe Holder, and for all other purposes, absent actual notice to the contrary.3. Registration of Transfers. Subject to the limitation set forth in the lastsentence of Section 4 hereof, the Company shall register the transfer of any portion of thisWarrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignmentattached hereto duly completed and signed, to the Company at its address specified herein. Uponany such registration or transfer, a new Warrant to purchase Common Stock, in substantially theform of this Warrant (any such new Warrant, a **“New Warrant”**), evidencing the portion of thisWarrant so transferred shall be issued to the transferee and a New Warrant evidencing the remainingportion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. Theacceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by suchtransferee of all of the rights and obligations of a holder of a Warrant.4. Exercise and Duration of Warrants. This Warrant shall be exercisable by theregistered Holder at any time and from time to time from and after the Original Issue Date(provided that any Warrant Shares issued prior to the 180th day following theeffectiveness of the Registration Statement shall remain subject to the lock-up restrictions inFINRA Rule 5110(g)(1)) through and including the Expiration Date. At 6:30 p.m., New York City timeon the Expiration Date which in accordance with FINRA Rule 5110(f)(2)(H) shall not be more thanfive (5) years from the effectiveness of the Registration Statement, the portion of this Warrantnot exercised prior thereto shall be and become void and of no value. The Company may not call orredeem any portion of this Warrant without the prior written consent of the affected Holder. ThisWarrant shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject ofany hedging, short sale, derivative, put, or call transaction that would result in the effectiveeconomic disposition of this Warrant by any person for a period of 180 days immediately followingthe effective date of the Registration Statement, except as provided in FINRA Rule 5110(g)(2).
 
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5. Delivery of Warrant Shares.(a) To effect exercises hereunder, the Holder shall not be required to physically surrenderthis Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised.Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with theattached Warrant Shares Exercise Log) at its address for notice setforth herein and upon payment of the Exercise Price multiplied by the number of Warrant Sharesthat the Holder intends to purchase hereunder (provided, that, in lieu of the payment ofthe Exercise Price, the Holder may have notified the Company in its Exercise Notice that suchexercise was made pursuant to a Cashless Exercise (as defined in Section 11 hereof)), the Companyshall promptly (but in no event later than five Trading Days) after the Date of Exercise (asdefined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuableupon such exercise. The Company shall, upon request of the Holder and subsequent to the date onwhich a registration statement covering the resale of the Warrant Shares, if any, has been declaredeffective by the SEC, use its reasonable best efforts to deliver Warrant Shares hereunderelectronically through the Depository Trust Corporation or another established clearing corporationperforming similar functions, if available, provided, that, the Company may, but will notbe required to change its transfer agent if its current transfer agent cannot deliver WarrantShares electronically through the Depository Trust Corporation. A “**Date of Exercise**” means thedate on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with theWarrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment ofthe Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.(b) If by the fifth Trading Day after a Date of Exercise the Company fails to deliver therequired number of Warrant Shares in the manner required pursuant to Section 5(a), then the Holderwill have the right to rescind such exercise.(c) The Company’s obligations to issue and deliver Warrant Shares in accordance with the termshereof are absolute and unconditional, irrespective of any action or inaction by the Holder toenforce the same, any waiver or consent with respect to any provision hereof, the recovery of anyjudgment against any Person or any action to enforce the same, or any setoff, counterclaim,recoupment, limitation or termination, or any breach or alleged breach by the Holder or any otherPerson of any obligation to the Company or any violation or alleged violation of law by the Holderor any other Person, and irrespective of any other circumstance which might otherwise limit suchobligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at lawor in equity including, without limitation, a decree of specific performance and/or injunctiverelief with respect to the Company’s failure to timely deliver certificates representing WarrantShares upon exercise of the Warrant as required pursuant to the terms hereof.6. Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exerciseof this Warrant shall be made without charge to the Holder for any issue or transfer tax,withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuanceof such certificates, all of which taxes and expenses shall be paid by the Company; provided,however, that the Company shall not be required to pay any tax which may be payable in respect ofany transfer involved in the registration of any certificates for Warrant Shares or Warrants in aname other than that of the Holder. The Holder shall be responsible for all other tax liabilitythat may arise as a result of holding or transferring this Warrant or receiving Warrant Shares uponexercise hereof.
 
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7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed,the Company shall issue or cause to be issued in exchange and substitution for and uponcancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only uponreceipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction andcustomary and reasonable indemnity (which shall not include a surety bond), if requested.Applicants for a New Warrant under such circumstances shall also comply with such other reasonableregulations and procedures and pay such other reasonable third-party costs as the Company mayprescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then theHolder shall deliver such mutilated Warrant to the Company as a condition precedent to theCompany’s obligation to issue the New Warrant.8. Reservation of Warrant Shares. The Company covenants that it will at all timesreserve and keep available out of the aggregate of its authorized but unissued and otherwiseunreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares uponexercise of this Warrant as herein provided, the number of Warrant Shares which are then issuableand deliverable upon the exercise of this entire Warrant, free from preemptive rights or any othercontingent purchase rights of Persons other than the Holder (taking into account the adjustmentsand restrictions of Section 9). The Company covenants that all Warrant Shares so issuable anddeliverable shall, upon issuance and the payment of the applicable Exercise Price in accordancewith the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable uponexercise of this Warrant are subject to adjustment from time to time as set forth in thisSection 9.(a) Stock Dividends and Splits. If the Company, at any time while this Warrant isoutstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on anyclass of capital stock that is payable in shares of Common Stock, (ii) subdivides outstandingshares of Common Stock into a larger number of shares, or (iii) combines outstanding shares ofCommon Stock into a smaller number of shares, then in each such case the Exercise Price shall bemultiplied by a fraction of which the numerator shall be the number of shares of Common Stockoutstanding immediately before such event and of which the denominator shall be the number ofshares of Common Stock outstanding immediately after such event. Any adjustment made pursuant toclause (i) of this paragraph shall become effective immediately after the record date for thedetermination of stockholders entitled to receive such dividend or distribution, and any adjustmentpursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after theeffective date of such subdivision or combination.
 
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(b) Fundamental Transactions. If, at any time while this Warrant is outstanding thereis a Fundamental Transaction, then the Holder shall have the right thereafter to receive, uponexercise of this Warrant, the same amount and kind of securities, cash or property as it would havebeen entitled to receive upon the occurrence of such Fundamental Transaction if it had been,immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares thenissuable upon exercise in full of this Warrant (the **“Alternate Consideration”**). For purposes of any such exercise, the determination of the Exercise Priceshall be appropriately adjusted to apply to such Alternate Consideration based on the amount ofAlternate Consideration issuable in respect of one share of Common Stock in such FundamentalTransaction, and the Company shall apportion the Exercise Price among the Alternate Considerationin a reasonable manner reflecting the relative value of any different components of the AlternateConsideration. If holders of Common Stock are given any choice as to the securities, cash orproperty to be received in a Fundamental Transaction, then the Holder shall be given the samechoice as to the Alternate Consideration it receives upon any exercise of this Warrant followingsuch Fundamental Transaction. At the Holder’s option and request, any successor to the Company orsurviving entity in such Fundamental Transaction shall issue to the Holder a new warrantsubstantially in the form of this Warrant and consistent with the foregoing provisions andevidencing the Holder’s right to purchase the Alternate Consideration for the aggregate ExercisePrice upon exercise thereof. The terms of any agreement pursuant to which a FundamentalTransaction is effected shall include terms requiring any such successor or surviving entity tocomply with the provisions of this paragraph (b) and insuring that the Warrant (or any suchreplacement security) will be similarly adjusted upon any subsequent transaction analogous to aFundamental Transaction.(c) Number of Warrant Shares. Simultaneously with any adjustment to the ExercisePrice pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exerciseof this Warrant shall be increased or decreased proportionately, so that after such adjustment theaggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be thesame as the aggregate Exercise Price in effect immediately prior to such adjustment.(d) Calculations. All calculations under this Section 9 shall be made to the nearestcent or the nearest 1/100th of a share, as applicable. The number of shares of CommonStock outstanding at any given time shall not include shares owned or held by or for the account ofthe Company, and the disposition of any such shares shall be considered an issue or sale of CommonStock.(e) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to thisSection 9, the Company at its expense will promptly compute such adjustment in accordance with theterms of this Warrant and prepare a certificate setting forth such adjustment, including astatement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or othersecurities issuable upon exercise of this Warrant (as applicable), describing the transactionsgiving rise to such adjustments and showing in detail the facts upon which such adjustment isbased. Upon written request, the Company will promptly deliver a copy of each such certificate tothe Holder and to the Company’s Transfer Agent.
 
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(f) Notice of Corporate Events. If the Company (i) declares a dividend or any otherdistribution of cash, securities or other property in respect of its Common Stock, includingwithout limitation any granting of rights or warrants to subscribe for or purchase any capitalstock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreementcontemplating or solicits stockholder approval for any Fundamental Transaction or (iii)authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company,then the Company shall deliver to the Holder a notice describing the material terms and conditionsof such transaction (but only to the extent such disclosure would not result in the disseminationof material, non-public information to the Holder) at least 10 calendar days prior to theapplicable record or effective date on which a Person would need to hold Common Stock in order toparticipate in or vote with respect to such transaction, and the Company will take all stepsreasonably necessary in order to give the Holder the practical opportunity to exercise this Warrantprior to such time so as to participate in or vote with respect to such transaction; provided,however, that the failure to deliver such notice or any defect therein shall not affect thevalidity of the corporate action required to be described in such notice.10. Payment of Exercise Price. The Holder shall pay the Exercise Price by deliveringimmediately available funds if the Holder did not notify the Company in the Exercise Notice thatthe exercise was made pursuant to a Cashless Exercise as further described in Section 11 hereof.11. Cashless Exercise. Notwithstanding anything contained herein to the contrary(other than Section 12 below), the Holder may, in lieu of making the cash payment otherwisecontemplated to be made to the Company upon exercise, elect instead to receive upon such exercisethe “Net Number” of shares of Common Stock determined according to the following formula (a**“Cashless Exercise”**):Net Number = (A x B) - (A x C)BFor purposes of the foregoing formula:A = the total number of shares with respect to which this Warrant is then beingexercised.B = as applicable: (i) the closing sale price of the Common Stock on the Trading Dayimmediately preceding the date of the applicable Exercise Notice if such ExerciseNotice is (1) both executed and delivered pursuant to Section 5 hereof on a day thatis not a Trading Day or (2) both executed and delivered pursuant to Section 5 hereofon a Trading Day prior to the opening of “regular trading hours” (as defined in Rule600(b)(64) of Regulation NMS promulgated under the federal securities laws) on suchTrading Day, (ii) the bid price of the Common Stock as of the time of the Holder’sexecution of the applicable Exercise Notice if such Exercise Notice is executedduring “regular trading hours” on a Trading Day pursuant to Section 5 hereof, (iii)the closing sale price of the Common Stock on the date of the applicable ExerciseNotice if the date of such Exercise Notice is a Trading Day and such Exercise Noticeis both executed and delivered pursuant to Section 5 hereof after the close of“regular trading hours” on such Trading Day, or (iv) if the Common Stock is nottraded in such manner that the quotations referred to above are available, the fairvalue per share of the Common Stock as determined by the Board of Directors of theCompany in good faith.  C = the Exercise Price then in effect for the applicable WarrantShares at the timeof such exercise.
 
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12. Limitations on Exercise. Notwithstanding anything to the contrary containedherein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of thisWarrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that,following such exercise (or other issuance), the total number of shares of Common Stock thenbeneficially owned by such Holder and its Affiliates and any other Persons whose beneficialownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) ofthe Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares ofCommon Stock (including for such purpose the shares of Common Stock issuable upon such exercise).For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of theExchange Act and the rules and regulations promulgated thereunder. This provision shall notrestrict the number of shares of Common Stock which a Holder may receive or beneficially own inorder to determine the amount of securities or other consideration that such Holder may receive inthe event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. Thisrestriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant,(a) no term of this Section may be waived by any party, nor amended such that the thresholdpercentage of ownership would be directly or indirectly increased, (b) this restriction runs withthe Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attemptedwaiver, modification or amendment of this Section will be voidabinitio.13. No Fractional Shares. No fractional shares of Warrant Shares will be issued inconnection with any exercise of this Warrant. In lieu of any fractional shares which would,otherwise be issuable, the Company shall pay cash equal to the product of such fraction multipliedby the closing price of one Warrant Share as reported by the applicable Trading Market on the dateof exercise.14. Notices. Any and all notices or other communications or deliveries hereunder(including, without limitation, any Exercise Notice) shall be in writing and shall be deemed givenand effective on the earliest of (i) the date of transmission, if such notice or communication isdelivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (NewYork City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if suchnotice or communication is delivered via facsimile at the facsimile number specified in thisSection on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on anyTrading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognizedovernight courier service, or (iv) upon actual receipt by the party to whom such notice is requiredto be given. The addresses for such communications shall be: (i) if to the Company, to 4567Telephone Road, Suite 206, Ventura, CA 93033, Attn: Chief Financial Officer, or to Facsimile No.:(805) 639-9466 (or such other address as the Company shall indicate in writing in accordance withthis Section), or (ii) if to the Holder, to the address or facsimile number appearing on theWarrant Register or such other address or facsimile number as the Holder may provide to the Companyin accordance with this Section.15. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon10 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation intowhich the Company or any new warrant agent may be merged or any corporation resulting from anyconsolidation to which the Company or any new warrant agent shall be a party or any corporation towhich the Company or any new warrant agent transfers substantially all of its corporate trust orshareholders services business shall be a successor warrant agent under this Warrant without anyfurther act. Any such successor warrant agent shall promptly cause notice of its succession aswarrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’slast address as shown on the Warrant Register.
 
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16. Miscellaneous.(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and theirrespective successors and assigns. Subject to the preceding sentence, nothing in this Warrantshall be construed to give to any Person other than the Company and the Holder any legal orequitable right, remedy or cause of action under this Warrant. This Warrant may be amended only inwriting signed by the Company and the Holder and their successors and assigns. The foregoingsentence shall be subject to the restrictions on waivers and amendments set forth in Section 12 ofthis Warrant.(b) All questions concerning the construction, validity, enforcement and interpretation ofthis Warrant shall be governed by and construed and enforced in accordance with the internal lawsof the State of New York, without regard to the principles of conflicts of law thereof. Each partyagrees that all legal proceedings concerning the interpretations, enforcement and defense of thisWarrant and the transactions herein contemplated (**“Proceedings”**) (whether brought against a partyhereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the NewYork Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the NewYork Courts for the adjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees notto assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of anyNew York Court, or that such Proceeding has been commenced in an improper or inconvenient forum.Each party hereto hereby irrevocably waives personal service of process and consents to processbeing served in any such Proceeding by mailing a copy thereof via registered or certified mail orovernight delivery (with evidence of delivery) to such party at the address in effect for noticesto it under this Warrant and agrees that such service shall constitute good and sufficient serviceof process and notice thereof. Nothing contained herein shall be deemed to limit in any way anyright to serve process in any manner permitted by law. Each party hereto hereby irrevocablywaives, to the fullest extent permitted by applicable law, any and all right to trial by jury inany legal proceeding arising out of or relating to this Warrant or the transactions contemplatedhereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant,then the prevailing party in such Proceeding shall be reimbursed by the other party for itsattorney’s fees and other costs and expenses incurred with the investigation, preparation andprosecution of such Proceeding.(c) The headings herein are for convenience only, do not constitute a part of this Warrant andshall not be deemed to limit or affect any of the provisions hereof.(d) In case any one or more of the provisions of this Warrant shall be invalid orunenforceable in any respect, the validity and enforceability of the remaining terms and provisionsof this Warrant shall not in any way be affected or impaired thereby and the parties will attemptin good faith to agree upon a valid and enforceable provision which shall be a commerciallyreasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provisionin this Warrant.(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being aHolder, be entitled to any rights of a stockholder with respect to the Warrant Shares.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,