**Exhibit 4.7**NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVEBEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORS OF ANYSTATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE, NOR MAY ANY INTEREST THEREIN BE, OFFERED ORSOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TOAN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY, SUBJECTTO CERTAIN EXCEPTIONS, A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, IN FORM ANDSUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES MAY BE PLEDGEDIN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.**TELECOMMUNICATION SYSTEMS, INC.****COMMON STOCK PURCHASE WARRANT**Warrant No. W-8 Date of Original Issuance: March 13, 2006     TeleCommunication Systems, Inc., a Maryland corporation (together with any entity that shallsucceed to or assume the obligations of TeleCommunication Systems, Inc. hereunder, the **“Company”**),hereby certifies that, for value received, Bonanza Master Fund Ltd. or its registered assigns (the**“Holder”**), is entitled to purchase from the Company up to a total of 1,050,000 shares of Class Acommon stock, par value $0.01 per share (the **“Class A Common Stock”**), of the Company (each suchshare, a **“Warrant Share”**and all such shares, the **“Warrant Shares”**) at an exercise price equalto$2.40 per share (as adjusted from time to time as provided in Section 9, the **“Exercise Price”**),at any time and from time to time from after the earliest to occur of (i) September 15, 2006, (ii)the Effective Date (as defined in the Registration Rights Agreement) or (iii) immediately prior tothe publicly announced closing of a Fundamental Transaction (defined below), and through andincluding March 13, 2011 (the **“Expiration Date”**), and subject to the following terms andconditions:     Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant,capitalized terms that are not otherwise defined herein shall have the meanings given to such termsin the Note Purchase Agreement dated March 13, 2006 to which the Company and the original Holderare parties (the **“Purchase Agreement”**). The term “Class A Common Stock” shall include the Company’sClass A common stock, par value $0.01 per share, as authorized on the date of the PurchaseAgreement and any other securities or property of the Company or of any other person (corporate orotherwise) which the Holder at any time shall be entitled to receive on the exercise hereof in lieuof or in addition to such common stock, or which at any time shall be issuable in exchange for orin replacement of such common stock.
 

 
     Section 2. Holder 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 from the transfereeand transferor.     Section 3. Recording of Transfers. Subject to Section 6, the Company shall registerthe transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of thisWarrant, together with the Form of Assignment attached hereto duly completed and signed, to theCompany at its address specified herein. As a condition to the transfer, the Company may require alegal opinion as contemplated by the legend above and related terms of the Purchase Agreement. Uponany such registration or transfer, a new Warrant to purchase Class A Common Stock, in substantiallythe form 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.     Section 4. Exercise and Duration of Warrants. This Warrant shall be exercisable by theregistered Holder in whole or in part at any time and from time to time on or after the date hereofto and including the Expiration Date by delivery to the Company (or such other office or agency ofthe Company as it may designate by notice in writing to the registered Holder at the address ofsuch Holder appearing on the books of the Company) of a duly executed facsimile copy of theExercise Notice form annexed hereto. At 6:30 p.m., New York City time on the Expiration Date, theportion of this Warrant not exercised prior thereto shall be and become void and of no value. If atany time during the Trading Day period immediately preceding the Holder’s delivery of an ExerciseNotice in respect of such exercise, a Registration Statement (as defined in the Registration RightsAgreement) covering the Warrant Shares that are the subject of the Exercise Notice (the“**Unavailable Warrant Shares**”) is not available for the resale of such Unavailable Warrant Shares,the holder of this Warrant also may exercise this Warrant as to any or all of such UnavailableWarrant Shares and, in lieu of making the cash payment otherwise contemplated to be made to theCompany upon such exercise in payment of the aggregate Exercise Price, elect instead to receiveupon such exercise a reduced number of shares of Class A Common Stock (the “**Net Number**”) determinedaccording to the following formula (a “**Cashless Exercise**”):       Net Number = (A x B) — (A x C)         B  
 

 
For purposes of the foregoing formula:A= the total number of shares with respect to which this Warrant is then beingexercised in a Cashless Exercise.B= the VWAP on the Trading Day immediately preceding the date of the ExerciseNotice.C= the Exercise Price then in effect for the applicable Warrant Shares at the timeof such exercise.VWAP = For any date, the price determined by the first of the following clauses thatapplies: (a) if the Class A Common Stock is then listed or quoted on a TradingMarket, the daily volume weighted average price per share of the Class A CommonStock for such date (or the nearest preceding date) on the Trading Market on whichthe Class A Common Stock is then listed or quoted as reported by Bloomberg FinancialL.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time);(b) if the Class A Common Stock is not then listed or quoted on a Trading Market andif prices for the Class A Common Stock are then quoted on the OTC Bulletin Board,the volume weighted average price per share of the Class A Common Stock for suchdate (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Class ACommon Stock is not then listed or quoted on the OTC Bulletin Board and if pricesfor the Class A Common Stock are then reported in the “Pink Sheets” published by thePink Sheets, LLC (or a similar organization or agency succeeding to its functions ofreporting prices), the most recent bid price per share of the Class A Common Stockso reported; or (d) in all other cases, the fair market value of a share of Class ACommon Stock as determined by an independent appraiser selected in good faith by theHolder and reasonably acceptable to the Company.     There cannot be a Cashless Exercise unless “B” exceeds “C”.     Section 5. Delivery of Warrant Shares.     (a) To effect exercises hereunder, the Holder shall not be required to physically surrenderthis Warrant upon exercise unless this Warrant ceases to be further exercisable for additionalWarrant Shares. Upon delivery of the to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the ExercisePrice multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, theCompany shall promptly (but in no event later than three Trading Days after the Date of Exercise(as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuableupon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free ofrestrictive legends. A “Date of Exercise” means the date on which the Holder shall have deliveredto Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriatelycompleted and duly signed and (ii) except in the case of a Cashless Exercise, payment in full ofthe Exercise Price in immediately available
 

 
funds or federal funds for the number of Warrant Shares so indicated by the Holder to bepurchased.     (b) If by the third 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) 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), and if aftersuch fifth Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases in abona fide arm’s length transaction for fair market value (in an open market transaction orotherwise) the number of shares of Class A Common Stock necessary to deliver in satisfaction of abona fide arm’s length sale for fair market value by the Holder of the Warrant Shares which theHolder was entitled to receive upon such exercise (a “Buy-In”), then the Company shall (1) pay incash to the Holder the amount by which (x) the Holder’s total purchase price (including brokeragecommissions, if any) for the shares of Class A Common Stock so purchased exceeds (y) the Holder’stotal sales price (including brokerage commissions, if any) for the shares of Class A Common Stockso sold and (2) at the option of the Holder, either reinstate the portion of the Warrant andequivalent number of Warrant Shares for which such exercise was not honored or deliver to theHolder the number of shares of Class A Common Stock that would have been issued had the Companytimely complied with its exercise and delivery obligations hereunder. The Holder shall provide theCompany written notice and reasonably detailed documentation indicating the amounts requested bythe Holder in respect of the Buy-In.     (d) 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 shares ofClass A Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.     Section 6. Charges, Taxes and Expenses. Issuance and delivery of certificates forshares of Class A Common Stock upon exercise of this Warrant shall be made without charge to theHolder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental taxor expense in respect of the issuance of such certificates, all of which taxes and expenses shallbe paid by the Company; provided, however, that the Company shall not be required to pay any taxwhich may be payable in respect of any transfer involved in the registration of any certificatesfor Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be
 

 
responsible for all other tax liability that may arise as a result of holding or transferringthis Warrant or receiving Warrant Shares upon exercise hereof.     Section 7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen ordestroyed, 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 andownership thereof and customary and reasonable indemnity. Applicants for a New Warrant under suchcircumstances shall also comply with such other reasonable regulations and procedures and pay suchother reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as aresult of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to theCompany as a condition precedent to the Company’s obligation to issue the New Warrant.     Section 8. Reservation of Warrant Shares. The Company covenants that it will at alltimes reserve and keep available out of the aggregate of its authorized but unissued and otherwiseunreserved Class A 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 issuableand deliverable 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.     Section 9. Certain Adjustments. The Exercise Price and number of Warrant Sharesissuable upon exercise of this Warrant are subject to adjustment from time to time as set forth inthis Section 9.     (a) Stock Dividends and Splits, Recapitalizations, Etc. If the Company, at any timewhile this Warrant is outstanding, (i) pays a stock dividend on its Class A Common Stock orotherwise makes a distribution on any class of capital stock that is payable in shares of Class ACommon Stock or subdivides the outstanding shares of Class A Common Stock into a larger number ofshares (by any stock split, recapitalization or otherwise), then in each such case the ExercisePrice shall be proportionately reduced and the number of Warrant Shares shall be proportionatelyincreased, and (ii) combines outstanding shares of Class A Common Stock into a smaller number ofshares (by reverse stock split, recapitalization, or otherwise), then in each such case theExercise Price shall be proportionately increased and the number of Warrant Shares shall beproportionately decreased. Any adjustment made pursuant to clauses (i) and (ii) of this paragraphshall become effective immediately after the record date for the determination of stockholdersentitled to receive such dividend or distribution or immediately after the effective date of suchsubdivision or combination (as the case may be). If any event requiring an adjustment under thisparagraph occurs during the period that an Exercise Price is calculated hereunder, then thecalculation of such Exercise Price shall be adjusted appropriately to reflect such event.
 

 
     (b) Pro Rata Distributions. If the Company, at any time while this Warrant isoutstanding, distributes to all holders of its Class A Common Stock (i) evidences of itsindebtedness, (ii) any security (other than a distribution of Class A Common Stock covered by thepreceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, (iv) anycash distribution other than regular cash dividends from earnings, or (v) any other asset otherthan cash (in each case, “Distributed Property”), then in each such case the Exercise Price shallbe appropriately adjusted. Any adjustment made pursuant to this paragraph shall become effectiveimmediately after the record date for the determination of stockholders entitled to receive suchdistribution. If any event requiring an adjustment under this paragraph occurs during the periodthat an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shallbe adjusted appropriately to reflect such event.     (c) Fundamental Transactions. If, at any time while this Warrant is outstanding, (1)the Company effects any merger or consolidation of the Company with or into another Person, (2) theCompany effects any sale of all or substantially all of its assets in one or a series of relatedtransactions, (3) any tender offer or exchange offer (whether by the Company or another Person) iscompleted pursuant to which holders of Class A Common Stock are permitted to tender or exchangetheir shares for other securities, cash or property, or (4) the Company effects anyreclassification of the Class A Common Stock or any compulsory share exchange pursuant to which theClass A Common Stock is effectively converted into or exchanged for other securities, cash orproperty (in any such case, a **“Fundamental Transaction”**), then the Holder shall have the rightthereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cashor property as it would have been entitled to receive upon the occurrence of such FundamentalTransaction if it had been, immediately prior to such Fundamental Transaction, the holder of thenumber of Warrant Shares then issuable upon exercise in full of this Warrant (the **“AlternateConsideration”**). For purposes of any such exercise, the determination of the Exercise Price shallbe appropriately adjusted to apply to such Alternate Consideration based on the amount of AlternateConsideration issuable in respect of one share of Class A 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 Class A Common Stock are given any choice as to the securities, cashor property 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. Any such successor or surviving entity shall be deemed to be requiredto comply with the provisions of this paragraph (c) and shall insure that the Warrant (or any suchreplacement security) will be similarly adjusted upon any subsequent transaction analogous to aFundamental Transaction.     (d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Pricepursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased uponexercise of this Warrant shall be increased or decreased proportionately, so that after suchadjustment the aggregate Exercise Price payable hereunder for the adjusted number of
 

 
Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately priorto such adjustment.     (e) 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 Class A Common Stockoutstanding at any given time shall not include shares owned or held by or for the account of theCompany, and the disposition of any such shares shall be considered an issue or sale of Class ACommon Stock.     (f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to thisSection 9, the Company will, at its expense, promptly compute such adjustment in accordance withthe terms 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 reasonable detail the facts upon which suchadjustment is based. Upon written request, the Company will promptly deliver a copy of each suchcertificate to the Holder and to the Company’s Transfer Agent. No adjustment in the Exercise Priceshall be required unless such adjustment would require an increase or decrease of at least 1% insuch price; provided, however, that any adjustments which by reason of this Section 9(f) are notrequired to be made shall be carried forward and taken into account in any subsequent adjustment.     (g) Notice of Corporate Events. Subject to the requirements of applicable law,including, but not limited to, Regulation FD, if the Company (i) declares a dividend or any otherdistribution of cash, securities or other property in respect of its Class A Common Stock, (ii)authorizes or approves, enters into any agreement contemplating or solicits stockholder approvalfor any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation orwinding up of the affairs of the Company, then the Company shall deliver to the Holder a noticedescribing the material terms and conditions of such transaction, at least twenty calendar daysprior to the applicable record or effective date on which a Person would need to hold Class ACommon Stock in order to participate in or vote with respect to such transaction, and the Companywill take all steps reasonably necessary in order to insure that the Holder is given the practicalopportunity to exercise this Warrant prior to such time so as to participate in or vote withrespect to such transaction; provided, however, that the failure to deliver such notice or anydefect therein shall not affect the validity of the corporate action required to be described insuch notice.     Section 10. Payment of Exercise Price. Upon exercise of this Warrant the Holder shallpay the Exercise Price in immediately available funds unless it is a Cashless Exercise inaccordance with Section 4 hereof.     Section 11. No Fractional Shares. No fractional shares of Warrant Shares will beissued in connection with any exercise of this Warrant. In lieu of any fractional shares whichwould otherwise be issuable, the Company shall pay cash equal to the product of such fractionmultiplied by the closing price of one Warrant Share as reported by Bloomberg L.P. (or thesuccessor to its function of reporting share prices) on the date of exercise.
 

 
     Section 12. Notices. Any and all notices or other communications or deliverieshereunder (including, without limitation, any Exercise Notice) shall be in writing and shall bedeemed given and effective on the earliest of (i) the date of transmission, if such notice orcommunication is delivered via facsimile at the facsimile number specified in this Section prior to6:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date oftransmission, if such notice or communication is delivered via facsimile at the facsimile numberspecified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York Citytime) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent anddelivered by nationally recognized overnight courier service, or (iv) upon actual receipt by theparty to whom such notice is required to be given. The addresses for such communications shall be:(i) if to the Company, to TeleCommunication Systems, Inc., 275 West Street, Annapolis, Maryland21401, Attn: Chief Financial Officer with a copy to the legal department, Facsimile No.: (410)263-7617, or (ii) if to the Holder, to the address or facsimile number appearing on the WarrantRegister or such other address or facsimile number as the Holder may provide to the Company inaccordance with this Section.     Section 13. Warrant Agent. The Company shall serve as warrant agent under thisWarrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Anycorporation into which the Company or any new warrant agent may be merged or any corporationresulting from any consolidation to which the Company or any new warrant agent or any corporationto which 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 delivered pursuant to Section 12 to the Holder at the Holder’s last address asshown on the Warrant Register.     Section 14. Miscellaneous.     (a) This Warrant shall be binding on and inure to the benefit of the parties hereto and therespective successors and assigns of the Holder it being understood that transfers of this Warrantby the Holder are subject to the legend set forth of the face hereof. Subject to the precedingsentence, nothing in this Warrant shall be construed to give to any Person other than the Companyand the Holder any legal or equitable right, remedy or cause of action under this Warrant. ThisWarrant may be amended only in writing signed by the Company and the Holder and their successorsand assigns.     (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 to resolve any dispute concerning the interpretations,enforcement and defense of this Warrant and the transactions herein contemplated (**“Proceedings”**)(whether brought against a party hereto or its respective Affiliates, employees or agents) shall becommenced exclusively in the state and federal courts sitting in the City of New York, Borough ofManhattan (the **“New York Courts”**), although depositions may be taken in other locations. Each partyhereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for theadjudication of any dispute hereunder or in connection herewith or with any transactioncontemplated hereby or discussed herein, and
 

 
hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it isnot personally subject to the jurisdiction of any New York Court, or that such Proceeding has beencommenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waivespersonal service of process and consents to process being served in any such Proceeding by mailinga copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)to such party at the address in effect for notices to it under this Warrant and agrees that suchservice shall constitute good and sufficient service of process and notice thereof. Nothingcontained herein shall be deemed to limit in any way any right to serve process in any mannerpermitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted byapplicable law, any and all right to trial by jury in any legal proceeding arising out of orrelating to this Warrant or the transactions contemplated hereby. If either party shall commence aProceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceedingshall be reimbursed by the other party for its attorney’s fees and other costs and expensesincurred with the investigation, preparation and prosecution 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) The Company will not, by amendment of its charter or through any reorganization, transferof assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntaryaction, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,but will at all times in good faith assist in the carrying out of all such terms and in the takingof all such action as may be necessary or appropriate in order to protect the rights of the holderof this Warrant against such impairment.     (f) This Warrant does not entitle the Holder to any voting rights or other rights as astockholder of the Company prior to the exercise hereof. In connection with an exercise of thisWarrant in accordance with the terms hereof, upon the surrender of this Warrant and the payment ofthe aggregate Exercise Price (or by means of a Cashless Exercise if permitted hereunder), theWarrant Shares so purchased shall be and be deemed to be issued to such Holder as the record ownerof such shares as of the close of business on the later of the date of such surrender or payment.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,