the Holder a new Warrant, identical in form, in thename of the Holder, evidencing theright to purchase the number of shares of Warrant Shares as to which this Warrant has not beenexercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or Presidentof the Company. The term Warrant as used herein shall include any subsequent Warrant issued asprovided herein.     c) Cashless Exercise. Notwithstanding anything contained herein to the contrary, ifat any time there is not a current, valid and effective registration statement covering the WarrantShares that are the subject of the Notice of Exercise, the Holder may, in its sole discretion,exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwisecontemplated to be made to the Company upon such exercise, elect instead to receive upon suchexercise the “Net Number” of Warrant Shares determined according to the following formula (a“Cashless Exercise”):     Net Number = (B-C) x A    B       For purposes of the foregoing formula: A =  the total number of shares with respect to which this Warrantis then being exercised.  B =  the Fair Market Value of a share of the Company’s CommonStock as of the date of exercise.  C =  the Exercise Price then in effect for the applicable Warrant Shares at thetime of such exercise.     Fair Market Value. Fair Market Value of a share of the Company’s Common Stock as of aparticular date (the “Determination Date”) shall mean:     i) If the Company’s Common Stock is traded on a national stock exchange, then theclosing price reported for the business day immediately preceding the Determination Date;     ii) If the Company’s Common Stock is not traded on a national stock exchange, but istraded in the over-the-counter market, then the average of the closing bid and ask pricesfor the business day immediately preceding the Determination Date; or     iii) If the Company’s Common Stock is not publicly traded, then as the Holder and theCompany agree, or in the absence of such an agreement, by arbitration in accordance with therules then standing of the American Arbitration Association, before a single arbitrator tobe chosen from a panel of persons qualified by education and training to pass on the matterto be decided.     d) No Fractional Shares. No fractional shares or scrip representing fractional sharesshall be issued upon the exercise of this Warrant. The Company shall either round up saidfractional shares to the next whole share or shall pay cash in lieu of fractions with respect tothe Warrants based upon the fair market value of such fractional shares of Common Stock asdetermined by the Company.
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     e) Delivery of Certificates. In the event of any exercise of the rights representedby this Warrant, a certificate or certificates for the Warrant Shares so purchased, registered inthe name of the Holder, shall be delivered to the Holder within a reasonable time after such rightsshall have been so exercised. The person or entity in whose name any certificate for the WarrantShares is issued upon exercise of the rights represented by this Warrant shall for all purposes bedeemed to have become the holder of record of such shares immediately prior to the close ofbusiness on the date on which the Warrant was surrendered and payment of the Exercise Price and anyapplicable taxes was made, irrespective of the date of delivery of such certificate, except that,if the date of such surrender and payment is a date when the stock transfer books of the Companyare closed, such person shall be deemed to have become the holder of such shares at the opening ofbusiness on the next succeeding date on which the stock transfer books are open.**2) EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT**     Subject to Section 3, this Warrant is exchangeable, without expense, at the option of theHolder, upon presentation and surrender hereof to the Company or at the office of its stocktransfer agent, if any, for other Warrants of different denominations, entitling the Holder orHolders thereof to purchase in the aggregate the same number of shares of Common Stock purchasablehereunder. Upon surrender of this Warrant to the Company or at the office of its stock transferagent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to payany transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the nameof the assignee named in such instrument of assignment and this Warrant shall promptly be canceled.This Warrant may be divided or combined with other Warrants that carry the same rights uponpresentation hereof at the office of the Company or at the office of its stock transfer agent, ifany, together with a written notice specifying the names and denominations in which new Warrantsare to be issued and signed by the Holder hereof.**3) COMPLIANCE WITH SECURITIES LAWS**     a) The Holder hereby acknowledges that this Warrant and any Warrant Shares purchased pursuanthereto are not being registered (i) under the Act on the ground that the issuance of this Warrantis exempt from registration under Section 4(2) of the Act as not involving any public offering or(ii) under any applicable state securities law because the issuance of this Warrant does notinvolve any public offering; and that the Company’s reliance on the Section 4(2) exemption of theAct and under applicable state securities laws is predicated in part on the representations herebymade to the Company by the Holder that it is acquiring this Warrant and will acquire the WarrantShares for investment for its own account, with no present intention of dividing its participationwith others or reselling or otherwise distributing the same, subject, nevertheless, to anyrequirement of law that the disposition of its property shall at all times be within its control.
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     b) Except as provided in section 3(c), this Warrant and the certificates representing theWarrant Shares issued upon exercise hereof shall be stamped or imprinted with a legend insubstantially the following form:“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERREDEXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT OR PURSUANT TO ANEXEMPTION FROM REGISTRATION UNDER THE ACT IN COMPLIANCE WITH STATE SECURITIES LAWS ASEVIDENCED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED.”     In addition, so long as the foregoing legend may remain on any stock certificatedelivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respectto such certificates and the shares represented thereby on its books and records and with those towhom it may delegate registrar and transfer functions.     c) The restrictions imposed by this Section 3 upon the transfer of this Warrant or the WarrantShares to be purchased upon exercise hereof, shall terminate (i) when such securities shall havebeen resold pursuant to an effective registration statement under the Securities Act; (ii) upon theCompany’s receipt of an opinion of counsel , in form and substance reasonably satisfactory to theCompany, addressed to the Company to the effect that such restrictions are no longer required toensure compliance with the Securities Act or state securities laws; or (iii) upon the Company’sreceipt of other evidence reasonably satisfactory to the Company that such registration andqualification under the Securities Act and state securities laws are not required. Whenever suchrestrictions cease and terminate as to any such securities, the Holder thereof shall be entitled toreceive from the Company (or its transfer agent or registrar), without expense, new Warrants (or inthe case of Warrant Shares, new certificates) of like tenor not bearing the applicable legendrequired by Section 3(b) relating to the Securities Act and state securities laws.**4) RESERVATION OF WARRANT SHARES**     The Company hereby agrees that at all times there shall be reserved for issuance upon theexercise of this Warrant such number of shares of its Common Stock as shall be required forissuance upon exercise of this Warrant. The Company further agrees that all shares which may beissued upon the exercise of the rights represented by this Warrant will be duly authorized andwill, upon issuance and against payment of the exercise price, be validly issued, fully paid andnon-assessable, free from all taxes, liens, charges and preemptive rights with respect to theissuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneouslywith such issuance and other than transfer restrictions imposed by federal and state securitieslaws.**5) ADJUSTMENTS; ANTI-DILUTION**     The number and kind of securities or other property for which the Warrant is exercisable aresubject to adjustment in certain events to prevent dilution as follows:
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     a) Recapitalization, Reclassification and Succession. If the Company shall do any ofthe following (each a “Capital Transaction”): (i) effect any recapitalization of the Company orreclassification of its Common Stock; (ii) effect any merger or consolidation of the Company intoor with a corporation or other business entity; or (iii) effect the sale or transfer of all orsubstantially all of the Company’s assets or of any successor corporation’s assets to any othercorporation or business entity (any such corporation or other business entity being included withinthe meaning of the term “successor corporation”) at any time while this Warrant remains outstandingand unexpired, then, as a condition of such Capital Transaction, the Holder of this Warrant shallhave the right to receive at the Exercise Price in effect at the time immediately prior to theconsummation of such Capital Transaction in lieu of the Common Stock issuable upon such exercise ofthis Warrant prior to such Capital Transaction, the securities, cash or other property to whichsuch Holder would have been entitled upon consummation of such Capital Transaction if such Holderhad exercised the rights represented by this Warrant immediately prior thereto, subject toadjustments (subsequent to each action) as nearly equivalent as possible to the adjustmentsprovided for elsewhere in this Section 5.     b) Stock Dividends, Distributions, Subdivisions and Combinations. If the Company atany time while this Warrant is outstanding and unexpired shall issue or pay the holders of itsCommon Stock, or take a record of the holders of its Common Stock for the purpose of entitling themto receive a dividend payable in, or other distribution of Common Stock or subdivide its CommonStock into a larger number of shares of Common Stock, or combine its Common Stock into a smallernumber of shares of Common Stock, then (i) the number of Warrant Shares purchasable upon exerciseof this Warrant immediately after the occurrence of any such event shall be adjusted to equal thenumber of shares of Common Stock which a record holder of the same number of shares of Common Stockfor which this Warrant is exercisable immediately prior to the occurrence of such event would ownor be entitled to receive after the happening of such event; and (ii) the Exercise Price then ineffect shall be adjusted to equal (A) the Exercise Price then in effect multiplied by the number ofshares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment,divided by (B) the number of shares of Common Stock for which this Warrant is exercisableimmediately after such adjustment.     c) Certain Shares Excluded. The number of shares of Common Stock outstanding at anygiven time for purposes of the adjustments set forth in this Section 5 shall exclude any sharesthen directly or indirectly held in the treasury of the Company.     d) Duration of Adjustment. Following each computation or readjustment as provided inthis Section 5, the new adjusted Exercise Price and number of shares of Warrant Shares purchasableupon exercise of this Warrant shall remain in effect until a further computation or readjustmentthereof is required.     e) Form of Warrant After Adjustment. The form of this Warrant need not be changedbecause of any adjustments in the Exercise Price or the number and kind of securities purchasableupon exercise of this Warrant.
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     f) Notice of Adjustment. Whenever any adjustment shall be made pursuant to Section 5hereof, the Company shall promptly (i) cause its Chairman, Chief Executive Officer or President toprepare and execute a certificate setting forth in reasonable detail the event requiring theadjustment, the amount of the adjustment, the method by which such adjustment was calculated andthe Exercise Price and number of shares of Warrant Shares purchasable upon exercise of this Warrantafter giving effect to such adjustment; and (ii) cause copies of such certificate to be deliveredto the Holder promptly after each adjustment.**6) LOSS, THEFT, DESTRUCTION OR MUTILATION**     Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonablediscretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, inthe case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, inthe case of mutilation, upon surrender and cancellation thereof, the Company will execute anddeliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the datehereof.**7) HOLDER NOT A STOCKHOLDER OF THE COMPANY**     The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to anyrights whatsoever as a stockholder of the Company, including but not limited to voting rights untilsuch time as the Warrant is exercised for Warrant Shares.**8) MISCELLANEOUS**     a) Notices. All notices and other communications required or permitted hereundershall be in writing and shall be deemed to have been duly given one business day after delivery toa reputable overnight carrier or six business days after delivery to the U.S. Postal Service, ifsent by first class mail, certified or registered mail with postage prepaid or by telecopy with acopy following by hand or by overnight carrier or mailed, certified or registered mail with postageprepaid:   If to the Company: iGambit, Inc.1600 Calebs Path Extension, Suite 114Hauppauge, New York 11788   If to Holder: Roetzel & Andress350 East Las Olas Boulevard, Suite 1100Fort Lauderdale, Florida 33301Attn: Joel D. Mayersohnor to such other person or address as any party shall furnish to the other parties in writing.     b) Successors and Assigns. This Warrant shall be binding upon and inure to thebenefit of the parties and their respective successors and assigns. The Holder may
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assign some orall of its rights hereunder in connection with transfer of all or part of thisWarrant, subject to compliance with the securities laws, without the consent of the Company,in which event such assignee shall be deemed to be a Holder hereunder with respect to such assignedrights.     c) Severability. Whenever possible, each provision of this Warrant shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Warrant shall be prohibited by or invalid under applicable law, such provisionsshall be ineffective to the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Warrant.     d) Headings and Captions. The headings and captions contained in this Warrant are setforth for the purpose of convenience only and shall be given no effect in the construction orinterpretation of this Warrant.     e) Governing Law; Jurisdiction; Venue. The validity, interpretation, and performanceof this Warrant shall be governed in all respects by the laws of the State of Florida, withoutgiving effect to conflicts of law principles that would result in the application of thesubstantive laws of another jurisdiction. The parties hereby consent to the jurisdiction of thefederal and state courts located in the Southern District of Florida with respect to any actionsbrought concerning this Warrant. Venue for any such actions or arbitrations shall be in any ofsuch courts in Broward, County, Florida and the parties hereto hereby waive any objection to suchvenue on the grounds of inconvenient forum.     f) Signature Delivery. The parties agree that signatures delivered by facsimile or“pdf” shall be binding and shall have the same force and effect as original signatures.     g) Changes to be in Writing. No waiver, change, amendment or discharge of any term orcondition hereof or any consent on the part of any party hereto shall be of any force or effectunless made in writing and signed by the party to be bound thereby.
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     IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, inits corporate name and by a duly authorized officer, as of June 1, 2009.      **IGAMBIT, INC.**