WARRANT TO PURCHASE COMMON STOCK

Inc., and Branch Banking and Trust Company.

“Issue Date” means the date of this Warrant.

“Market Price” means, with respect to shares of Common Stock, on any given day, the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices regular way, in either case on the principal national securities exchange on which shares of Common Stock are listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and ask prices as furnished by two members of the Financial Industry Regulatory Authority, Inc. selected from time to time by the Company for that purpose. “Market Price” shall be determined without reference to after hours or extended hours trading. If shares of Common Stock are not listed and traded in a manner that the quotations referred to above are available for the period required hereunder, the Market Price per share of Common Stock shall be deemed to be the fair market value per share of such security as determined in good faith by the Board of Directors which determination shall be conclusive evidence of such fair market value. For the purposes of determining the Market Price on the “trading day” preceding, on or following the occurrence of an event, (i) that trading day shall be deemed to commence immediately after the regular scheduled closing time of trading on the New York Stock Exchange or, if trading is closed at an earlier time, such earlier time and (ii) that trading day shall end at the next regular scheduled closing time, or if trading is closed at an earlier time, such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last trading day preceding a specified event and the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be determined by reference to such 4:00 p.m. closing price).

“Obligations” has the meaning ascribed to it in the Financing Agreement.

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Shares” has the meaning set forth in Section 2.

“Term Loan” has the meaning ascribed to it in the Financing Agreement.

“trading day” means (A) if the shares of Common Stock are not traded on any national or regional securities exchange or association or over-the-counter market, a business day or (B) if the shares of Common Stock are traded on any national or regional securities exchange or association or over-the-counter market, a business day on which such relevant exchange or quotation system is scheduled to be open for business and on which the shares of Common Stock (i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market for any period or periods aggregating one half hour or longer, and (ii) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the shares of Common Stock.

“Vesting Date” has the meaning set forth in Section 13(A).

“Warrantholder” has the meaning set forth in Section 2.

“Warrant” means this Warrant, issued pursuant to the Forbearance Agreement.

2.                                       Number of Shares; Exercise Price . This certifies that, for value received, the Branch Banking and Trust Company, a North Carolina banking corporation, or its permitted assigns (the “Warrantholder “) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, up to an aggregate of 1,683,952 fully paid and nonassessable shares of Common Stock, at a purchase price per share

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of Common Stock equal to $0.164 per share (the “Exercise Price”).  The number of shares of Common Stock that are issuable upon exercise of this Warrant (the “Shares”) and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock,” “Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

3.                                       Exercise of Warrant; Term . Subject to Section 2, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the first business day immediately following the Vesting Date, but in no event later than 5:00 p.m., Eastern time on the tenth anniversary of the Vesting Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Section 20 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased:

(i)                       with the consent of the Company (except as otherwise provided in this subparagraph (i) below), by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3; provided, however, that such consent of the Company shall not be required if a registration statement under the Securities Act registering for resale the shares of Common Stock issuable upon such exercise either (A) is not effective on the date of such exercise or (B) if such registration statement is not effective on the date of such exercise then, in addition to such failure to be effective, such registration statement has not been effective for at least twenty (20) of the thirty (30) business days immediately preceding the date of such exercise, or

(ii)                        by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company.

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised.

4.                                       Issuance of Shares; Authorization; Listing . Certificates for Shares issued upon exercise of this Warrant will be issued in such name or names as the Warrantholder may designate, subject (with respect to transfers of this Warrant) to the limitations on transfer provided in Section 8, and will be delivered to such named Person or Persons within a reasonable time, not to exceed three business days after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant. The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection with the exercise of this Warrant or taxes in respect of any transfer occurring contemporaneously therewith). The Company agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date. The Company will take all actions necessary to make available the Shares issuable upon exercise of this Warrant at any time, including amending its Charter to increase the number of authorized shares of Common Stock.  The Company will procure, at its sole expense, the listing of the Shares issuable upon exercise of this Warrant at any time, subject to issuance or notice of issuance, on all principal stock exchanges, if any, on which the Common Stock is then listed or traded.

5.                                       No Fractional Shares or Scrip . No fractional Shares or scrip representing fractional Shares shall be issued upon any exercise of this Warrant. In lieu of any fractional Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled to receive a cash payment equal to the Market Price of the Common Stock on the last trading day preceding the date of exercise less the pro-rated Exercise Price for such

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fractional share.

6.                                       No Rights as Stockholders; Transfer Books . This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

7.                                       Charges, Taxes and Expenses . Issuance of certificates for Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.

8.                                       Transfer/Assignment .

(A)                               Subject to compliance with clauses (B) and (C) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part (provided that in the case of a partial transfer of this Warrant, the number of Shares subject to the partial transfer shall not be less than 420,988), upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of the transferee, upon surrender of this Warrant, duly endorsed, to the principal executive office of, or agency designated by, the Company set forth in Section 19. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

(B)                                 Unless the Company has failed to pay Obligations (as that term is defined in the Financing Agreement) in full upon the acceleration of the Obligations or upon the maturity of the Obligations (in the case of which failure, this clause (B) does not apply), if the Warrantholder proposes to transfer this Warrant, in whole or in part, the Warrantholder shall promptly give written notice (the “Transfer Notice”) to the Company of such transfer.  The Transfer Notice shall describe in reasonable detail the proposed transfer including, without limitation, the number of shares covered by the portion of the Warrant to be transferred, the nature of such transfer, the form, amount and timing of the consideration to be paid, and the name and address of each prospective purchaser or transferee.  For a period of ten (10) business days following receipt of the Transfer Notice, the Company shall have the right to purchase the Warrant, or the part thereof, subject to such notice on the same terms and conditions as set forth therein.  The Company’s purchase right shall be exercised by written notice signed by an officer of the Company (the “Company Notice”) and delivered to the Warrantholder within such ten (10) business day period.  The Company shall effect the purchase of the Warrant or part thereof to be transferred on the terms set forth in the Transfer Notice. If Company does