Common use of Issuance of Certificates Clause in Contracts

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon As soon as practicable upon the exercise occurrence of the WarrantsExchange Event, the issuance Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock to the Holder thereof includingwhich he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it. Notwithstanding the Holder thereof; providedforegoing, howeveror any provision contained in this Agreement to the contrary, that in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be required entitled to pay any transfer tax fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be payable done with or without any in respect of any transfer involved in lieu cash payment or other compensation being made to the issuance and delivery of any such certificates in a name other than that holder of the Holderrelevant Rights, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction that value received on exchange of the Company Rights may be considered less than the value that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder would otherwise expect to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablereceive Rights.”

Issuance of Certificates. Upon Prior to the exercise Exchange Time, Canco shall deposit or cause to be deposited with the Depositary, for the benefit of the Warrants, the issuance holders of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the WarrantsIRC Shares, certificates representing the aggregate number of whole Exchangeable Shares purchased and the aggregate number of whole RG Shares issuable, and the aggregate amount of Cash Consideration payable, under the Arrangement. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Exchange Time represented IRC Shares that were exchanged under the Arrangement, together with a duly completed Letter of Transmittal and Election Form and such other documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive, and promptly after the Exchange Time the Depositary shall deliver to such person, certificates registered in the name of such person representing that number of Exchangeable Shares and/or RG Shares which such person is entitled to receive (together with any cash in lieu of fractional Exchangeable Shares or RG Shares pursuant to Section 4.3) and a cheque for the “Warrant Securities”Cash Consideration which such person is entitled to receive, less any amounts withheld pursuant to Section 4.6, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of such IRC Shares which was not registered in the transfer records of IRC, certificates representing the number of Exchangeable Shares and/or RG Shares issuable to the registered holder may be registered in the name of and issued to, and a cheque for the Cash Consideration payable to the registered holder may be made payable to, the transferee if the certificate representing such IRC Shares is presented to the Depositary, accompanied by a duly completed Letter of Transmittal and Election Form and all documents required to evidence and effect such transfer. Without limiting the provisions of Sections 2.6 and 4.5, until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Exchange Time represented one or more outstanding IRC Shares that, under the Arrangement, were exchanged pursuant to Section 2.2(c), shall bear a legend substantially similar be deemed at all times after the Exchange Time to represent only the following: “The securities represented by this certificate and the other securities issuable right to receive upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except such surrender (i) the consideration to which the holder thereof is entitled under the Arrangement, or as to a certificate held by a Dissenting Shareholder (other than a shareholder who exercised Dissent Rights who is deemed to have participated in the Arrangement pursuant to an effective registration statement under Section 3.1(b)), to receive the Actfair value of the IRC Shares represented by such certificate, or and (ii) upon any dividends or distributions with a record date after the delivery Exchange Time theretofore paid or payable with respect to any Exchangeable Shares or RG Shares issued in exchange therefor as contemplated by the holder Section 4.2, in each case less any amounts withheld pursuant to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableSection 4.6.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 4 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased purchased, (the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares Shares, Underlying Warrants and the shares of Common Stock underlying such Underlying Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Underlying Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or or, if the requirements of SECTION 7 hereof have been satisfied, in such names as may be directed by, the Holder thereof; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company under its corporate seal (if any) reproduced thereonCompany, attested to by the manual or facsimile signature of the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”)") or applicable state securities laws, and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the ActAct or such laws, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under the Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such the Act is available.”"

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance Company shall issue to the registered holder of such Warrant a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock to the Holder thereof includingwhich such holder is entitled, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect securities pursuant to the exercise of any transfer involved in a Public Warrant or the issuance Representative’s Warrants and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid no obligation to settle the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear exercise unless a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder Act with respect to the Company Common Stock to be issued upon exercise of an opinion of counselsuch Warrant is effective and a prospectus thereunder relating to such Common Stock is current, reasonably satisfactory to counsel subject to the Company’s satisfying its obligations under Section 7.4 to use its best efforts. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant or a Representative’s Warrant is not effective under the Act, stating the holder of such Public Warrant or a Representative’s Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise. Public Warrants and Representative’s Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The shares of Common Stock issuable upon exercise of Insider Warrants shall be unregistered shares and certificates for such shares shall bear the legend set forth in Exhibit C herein. In the event that an exemption from a registration under statement is not effective for the exercised Public Warrants and Representative’s Warrants, the purchaser of a Unit containing such Act is availableWarrant, will have paid the full purchase price for the Unit solely for the shares included in such Unit.”

Issuance of Certificates. Upon the exercise of the WarrantsRepresentative's Unit Purchase Option, the issuance of certificates for the Unit Warrants and Unit Shares purchased or other securities, properties or rights underlying such Representative's Unit Purchase Option, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Representative and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Representative's Unit Purchase Option and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Representative's Unit Purchase Option shall be executed on behalf of the Company by the manual or facsimile signature of the present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Representative's Unit Purchase Option shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Unit Warrants and Unit Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), Representative's Unit Purchase Options shall be identical in form and may not be offered, substance to those issued and sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company public in connection with the Public Offering, including the terms of an opinion of counsel, reasonably satisfactory to counsel to redemption for the Company, stating that an exemption from registration under such Act is availableWarrants.”

Issuance of Certificates. (a) Upon the exercise of the Warrants, the issuance of stock certificates for the Shares purchased shall be made no later than three (3) business days thereafter forthwith without charge to the Holder thereof including, without limitation, any excise or transfer tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or resident or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the company, or in such other manner as is then authorized for the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend (which legend shall be removed by the Company pursuant to Section 6.3(b)) substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the WarrantsUnderwriter's Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares purchased or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Underwriter and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter's Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Unit Warrants and Unit Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (Underwriter's Unit Option Warrants shall be identical in form to those issued in connection with the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablePublic Offering.”

Issuance of Certificates. Upon the exercise of the WarrantsRepresentative’s Unit Purchase Options, the issuance of certificates for the Units, Unit Warrants and Unit Shares purchased or other securities, properties or rights underlying such Representative’s Unit Purchase Option, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Representative and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Representative’s Unit Purchase Options and the certificates representing the Units, Unit Warrants and Unit Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be executed on behalf of the Company by the manual or facsimile signature of the present Chairman or Vice Chairman of the Board of Directors or any future Chief Executive Officer President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Representative’s Unit Purchase Options shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Units, Unit Warrants and Unit Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof of the Representative’s Unit Purchase Options shall be identical in form and substance to those issued and sold to the public in connection with the Public Offering, including the terms of redemption for the Warrants. Notwithstanding the foregoing, if, at the time of exercise of the Representative’s Unit Purchase Option, the Units into which the Representative’s Unit Purchase Option are exercisable have not been registered for purposes separated and no longer trade as Units, then, upon exercise of public distribution under the Securities Act of 1933, as amended (the “Act”)Representative’s Unit Purchase Option, and may not be offeredin lieu of Representative’s Units, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder Company shall issue to the Company registered Holder, in the manner provided in the first paragraph of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”this Section 4:

Issuance of Certificates. Upon the exercise of the WarrantsWarrants for cash, the issuance of certificates for the Warrant Shares purchased shall be made no later than three (3) business days thereafter forthwith without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificates Certificate shall be dated the date hereof and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableTRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

Issuance of Certificates. Upon receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Book-Entry Warrant Certificate, the delivery of the executed Exercise Notice and the payment of the Exercise Price and any other applicable amounts as set forth herein), the Warrant Agent shall use reasonable efforts to cause the Warrant Shares to be delivered within three (3) Business Days of the delivery of the executed Exercise Notice (such date, the “Warrant Share Delivery Date”) registered in such name or names as may be designated by such Holder, provided that the Warrant Agent shall not be liable to the Company or the Holder for any damages arising out of the failure to deliver the Warrant Shares by any specified date. If the Holder has not received delivery of a certificate or certificates representing the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system (as below defined)) by the Warrant Share Delivery Date, the Holder will have the right to rescind the exercise of the Warrants, Warrant at any time after the issuance Warrant Share Delivery Date and prior to delivery of certificates for the Warrant Shares purchased shall be made no later than three (3) business days thereafter without charge or a credit to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that account of the Holder's prime broker through the DWAC system). Notwithstanding the foregoing, and if the Company shall not be required to issue is then a participant in the Depository Trust Company Deposit or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction Withdrawal at Custodian system (“DWAC”) system of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal Depository and either (if anyA) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to there is an effective registration statement under permitting the Act, issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (iiB) upon the delivery Warrant is being exercised via cashless exercise, the certificates for Warrant Shares shall be transmitted by the holder Warrant Agent to the Company Holder by crediting the account of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableHolder's prime broker with the Depository through its DWAC system.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance Company shall issue to the registered holder of such Warrant a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock to the Holder thereof includingwhich he is entitled, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised. Subject to Section 7.4 and notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect securities pursuant to the exercise of any transfer involved in the issuance a Warrant and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid no obligation to the Company the amount of settle such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear exercise unless a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the ActAct with respect to the Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to such Common Stock is available, or (ii) upon in the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside. For purposes of clarification, in no event will a Sponsors’ Warrant be exercised unless a registration statement under the Act relating to the Common Stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to such Act Common Stock is available. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Act and a current prospectus relating to such Common Stock is not available, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the exercise of the Public Warrants. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. In the event that a registration statement is not effective for the exercised Warrants and a current prospectus relating to such Common Stock is not available, the purchaser of a unit containing such Warrant, will have paid the full purchase price for the unit solely for the shares included in such unit.”

Issuance of Certificates. Upon the exercise of the WarrantsUnderwriter's Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares purchased or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Underwriter and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter's Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Unit Warrants and Unit Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), Underwriter's Unit Option Warrants shall be identical in form and may not be offered, substance to those issued and sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company public in connection with the Public Offering, including the terms of an opinion of counsel, reasonably satisfactory to counsel to redemption for the Company, stating that an exemption from registration under such Act is availableClass A Warrants.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon As soon as practicable after the exercise of the Warrantsany Class A Warrant, the issuance Company shall issue to the registered holder of such Class A Warrant a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock and full Class B Warrants to the Holder thereof includingwhich such registered holder is entitled, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby the registered holder, and if such Class A Warrant shall not have been exercised in full, a new countersigned Class A Warrant for the number of shares of Common Stock and the number of Class B Warrants as to which such Class A Warrant shall not have been exercised. As soon as practicable after the exercise of any Class B Warrant, the Holder thereof; providedCompany shall issue to the registered holder of such Class B Warrant a certificate or certificates for the number of full shares of Common Stock and full Class C Warrants to which such registered holder is entitled, howeverregistered in such name or names as may be directed by the registered holder, that and if such Class B Warrant shall not have been exercised in full, a new countersigned Class B Warrant for the number of shares of Common Stock and the number of Class C Warrants as to which such Class B Warrant shall not have been exercised. As soon as practicable after the exercise of any Class C Warrant, the Company shall issue to the registered holder of such Class C Warrant a certificate or certificates for the number of full shares of Common Stock to which such registered holder is entitled, registered in such name or names as may be directed by the registered holder, and if such Class C Warrant shall not have been exercised in full, a new countersigned Class C Warrant for the number of shares of Common Stock as to which such Class C Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. a Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear unless a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution registration statement under the Securities Act of 1933, as amended (with respect to the “Act”), and securities is then currently effective. Warrants may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Actexercised by, or (ii) upon the delivery by the securities issued to, any registered holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under in any state in which such Act is availableexercise would be unlawful.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and Redeemable Warrants, in part and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, properties or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and Redeemable Warrants, in part and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, properties or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Exercise Price, the issuance of certificates for the Shares purchased Company shall be made no later than three (3) business days thereafter without charge cause its Transfer Agent to issue to the Holder thereof includingof such Warrant a certificate or certificates representing the number of full shares of NeoStem Common Stock to which he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it. Notwithstanding the Holder thereof; providedforegoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal a Warrant unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution registration statement under the Securities Act of 1933, as amended 1933 (the “Securities Act”), ) with respect to the NeoStem Common Stock issuable upon exercise of such Warrants is effective and may not be offered, sold or transferred except (i) pursuant a current prospectus relating to an effective registration statement under the Act, shares of NeoStem Common Stock issuable upon exercise of the Warrants is available for delivery to the Holders or (iib) upon in the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise or issuance would be unlawful. In the event that a registration statement under the Securities Act with respect to the NeoStem Common Stock underlying the Warrants is not effective or a current prospectus is not available, a Holder shall not be entitled to exercise his, her or its Warrants unless an exemption from registration under such Act is available. In the event that during the last 20 business days immediately prior to the Expiration Date both (i) a registration statement with respect to the NeoStem Common Stock underlying the Warrants is not effective or a current prospectus is not available and (ii) the Exercise Price of the Warrants is less than the price at which the NeoStem Common Stock is trading on the NYSE Amex (or if the NeoStem Common Stock is no longer trading on the NYSE Amex, such other stock exchange on which the shares of NeoStem Common Stock trades), the Exercise Period shall automatically be extended for a period of 20 business days after the date that the Company causes a registration statement covering the NeoStem Common Stock underlying the Warrants to be effective and a current prospectus is made available. In no event will the Company be required to “net cash settle” the warrant exercise.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors of President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificates Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of directors, Chief Executive Officer officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”"ACT"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and Redeemable Warrants, in part and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificates Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the WarrantsUnderwriter's Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares purchased or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Underwriter and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter's Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Unit Warrants and Unit Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (Underwriter's Unit Option Warrants shall be identical in form to those issued in connection with the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablePublic Offering.”

Issuance of Certificates. Upon the exercise of the Warrantsany Warrant, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 4 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrantsany Warrant, certificates representing the Shares purchased purchased, (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Underwriters Warrants, the issuance of certificates for the Shares purchased Common Stock, Warrants and other securities, properties or rights underlying such Underwriters Warrants, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 6 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof. The Company shall pay all documentary stamp taxes, if any, attributable to the initial issuance of the Underwriters Warrant and the Warrants and shares of Common Stock issuable upon the exercise thereof; provided, however, that the Company shall not be required to pay any transfer tax or taxes which may be payable in with respect of to any secondary transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Underwriters Warrant or such securities. The Underwriters Warrant Certificates and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares Common Stock and Warrants comprising the Underwriters Units issuable upon exercise of the Underwriters Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. The Underwriters Warrant Certificates shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities Underwriters Units issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933Underwriters Warrant shall be identical in form to those representing the Units issued in connection with the Public Offering, as amended (except that the “Act”), and may warrants underlying the Underwriters Units shall not be offered, sold or transferred except (i) pursuant subject to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableredemption.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased Units shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect evidenced and represented by a Certificate of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates Membership in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company form approved by the manual or facsimile signature Board of Managers. Any certificate evidencing Units will bear the present or any future Chief Executive Officer or President following legend reflecting the restriction on the transfer of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, Membership Interests contained in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the followingthis Agreement: “The securities represented by this certificate and the THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF JANUARY 15, 2010, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE COMPANY. NO TRANSFER OF THE UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.” Certificates representing Units shall also bear any other securities issuable upon exercise thereof have not been registered for purposes of public distribution legend required at any time under the Securities Act of or other applicable law, including the following legend: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (the COLLECTIVELY THE “ActSECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, and DATED AS OF JANUARY 15 2010, AS THE SAME MAY BE AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. The Company may not be offered, sold make a notation in its records or transferred except (i) pursuant give instructions to an effective registration statement under any transfer agents or registrars for the Act, or (ii) upon Units in order to implement the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablerestrictions on Transfer set forth in this Agreement.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 4 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Warrants represented hereby shall not be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transferissued in certificated form. Upon exerciseexercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”)Shares, shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or or, if the requirements of Section ------- 7 hereof have been satisfied, in such names as may be directed by, the Holder - thereof; provided, however, that the Company shall not be required to pay any transfer -------- ------- tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company under its corporate seal (if any) reproduced thereonCompany, attested to by the manual or facsimile signature of the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”)") or applicable state securities laws, and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the ActAct or such laws, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under the Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such the Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased, shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer , President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exercise, in whole or in part, of the Underlying Warrants, certificates representing the Underlying Warrant Shares purchased (collectively, the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereofthereof (other than income and similar taxes which may become payable by the Holder), and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the 6 Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, Act or (ii) pursuant to an exemption from the Act's registration requirements either pursuant to Rule 144 under the Act or otherwise, upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3) and in any event within ten business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, provided however, that the Company shall not be required to pay any transfer tax related to income which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer Officer, President, or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants in part or in whole, whole and pending effectiveness of the WarrantsRegistration Statement, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the “Act”THE "ACT"), and may not be offeredAND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, sold or transferred except (iII) pursuant to an effective registration statement under the ActTO THE EXTENT APPLICABLE, or PURSUANT TO RULE 144 UNDER THE ACT (iiOR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) upon the delivery by the holder to the Company of an opinion of counselUPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, reasonably satisfactory to counsel to the CompanyREASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, stating that an exemption from registration under such Act is availableSTATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.”

Issuance of Certificates. -3- Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or or, if the requirements of Section ------- 7 hereof have been satisfied, in such names as may be directed by, the Holder - thereof; provided, however, that the Company shall not be required to pay any transfer -------- ------- tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company under its corporate seal (if any) reproduced thereonCompany, attested to by the manual or facsimile signature of the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”)") or applicable state securities laws, and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the ActAct or such laws, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under the Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such the Act is available.”"

Issuance of Certificates. Upon the exercise of the Underwriter's Warrants, the issuance of certificates for shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Underwriter's Warrants and, upon the Shares purchased exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares Shares, Underlying Warrants and the shares of Common Stock underlying such Underlying Warrants (and/or other securities, property or rights issuable upon the exercise of the Underwriter's Warrants or the Underlying Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer Officeror President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise2 The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the “Act”THE "ACT"), and may not be offeredAND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, sold or transferred except (iII) pursuant to an effective registration statement under the ActTO THE EXTENT APPLICABLE, or PURSUANT TO RULE 144 UNDER THE ACT (iiOR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) upon the delivery by the holder to the Company of an opinion of counselUPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, reasonably satisfactory to counsel to the CompanyREASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, stating that an exemption from registration under such Act is availableSTATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.”

Issuance of Certificates. Upon the exercise of the Warrants and payment of the full exercise price therefor, the issuance of certificates for shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for the Shares purchased of shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, thereof and such certificates shall (subject to the provisions of Article Sections 5 hereofand 7 thereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person persons or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants and the shares of Common Stock underlying the Underlying Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing Shares and Underlying Warrants, in part and the shares of Common Stock underlying each Underlying Warrant (and/or other securities, property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the WarrantsRepresentative's Unit Warrant, the issuance of certificates for the Representative's Warrants and Representative's Shares purchased or other securities, properties or rights underlying such Representative's Unit Warrant, shall be made no later than three (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Representative and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Representative's Unit Warrants and the certificates representing the Representative's Warrants and Representative's Shares issuable upon exercise of the Representative's Unit Purchase Warrant shall be executed on behalf of the Company by in the manual or facsimile signature of same manner as the present or any future Chief Executive Officer or President of certificates for the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the CompanyPublic Shares and Public Warrants. Warrant Certificates The Representative's Unit Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Representative's Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities Representative's Warrants issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), Representative's Unit Warrants shall be identical in form and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder substance to the Company Public Shares and Public Warrants, including the terms of an opinion of counsel, reasonably satisfactory to counsel redemption for the Warrants sold to the Companypublic; provided, stating that an exemption from registration under such Act is availablehowever, the exercise price of the Representative's Warrants shall be $______ [165% of the exercise price of the Public Warrants].”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon The Holder Conversion Right may be exercised by the exercise Holder by the surrender of this Convertible Note (or of any replacement Convertible Note issued hereunder) with the conversion notice attached hereto as Exhibit A duly executed, at the principal office of the Warrants, Issuer or the issuance transfer agent of certificates for the Shares purchased Issuer. Conversion shall be deemed to have been effected on the date that such delivery of the Convertible Note and conversion notice is actually made no later than (the “Conversion Date”). As promptly as practicable, and in any event within three (3) business days thereafter without charge to Trading Days, after a Conversion Date and the Holder thereof including, without limitation, any tax which may be payable in respect Issuer’s receipt of the issuance thereofConvertible Note being converted (and the conversion notice, and if applicable) (such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed bythird Trading Day thereafter, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant SecuritiesShare Delivery Date”), the Issuer shall bear a legend substantially similar (A) if legends are not required to be placed on certificates of Common Stock pursuant to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes then existing provisions of public distribution under Rule 144 of the Securities Act of 19331933 (“Rule 144”) and provided that the transfer agent is participating in The Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if legends are required to be placed on certificates of Common Stock pursuant to Rule 144 or the transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as amended (specified in the “Act”)Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, which certificates shall not bear any restrictive legends unless required pursuant to Rule 144 and may a check or cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.4. The Issuer shall not be offeredobligated to credit Common Stock or issue Common Stock certificates in the name of any party other than the Holder of the Convertible Notes, sold absent full compliance with the provisions of Section 9 hereof. The person in whose name the certificate or transferred except certificates for Common Stock are to be issued or credited shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date. All rights with respect to the Convertible Notes (ior any portion thereof) that are converted pursuant to an effective registration statement under this Section 4, including the Actrights to receive interest and notices, or (ii) shall terminate upon the delivery by conversion pursuant to this Section 4.2. Upon conversion of only a portion of this Convertible Note, the Issuer shall issue and deliver to the Holder hereof, at the expense of the Issuer, a new Convertible Note covering the principal amount of this Convertible Note not converted, which new Convertible Note shall entitle the holder thereof to interest on the principal amount thereof to the Company same extent as if the unconverted portion of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablethis Convertible Note had not been surrendered for conversion.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, Certificates representing the shares of the Common Stock and Redeemable Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”8

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock, Debentures, Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants or conversion of the Debentures the issuance of certificates for shares of Common Stock, and/or other securities, properties or rights underlying such Redeemable Warrants or Debentures shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder Holders thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article SECTIONS 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares Debentures, the Redeemable Warrants and the shares of Common Stock underlying the Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants, the Debentures or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or Vice Chairman of the Board of Directors or President or any future Chief Executive Officer or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates Certificates representing the Shares purchased shares of Common Stock, Redeemable Warrants or Debentures (the “Warrant Securities”)and/or other securities, shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities property or rights issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act Debentures, the Redeemable Warrants or the Warrants) shall be dated as of 1933, as amended the Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the any Warrants, the issuance of certificates for the Shares purchased Units shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax tax, other than income taxes, which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares Units or other securities, property or rights issued upon exercise of any Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the then present President or any future Chief Executive Officer or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Company covenants that during the period any Warrant issued hereunder is outstanding, in part or in whole, it will maintain the full right and authority to issue a sufficient number of Units to provide for the issuance of the WarrantsUnits upon the exercise of a Warrant. The Company shall not by any action, certificates representing including, without limitation, amending its certificate of formation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the Shares purchased observance or performance of any of the terms hereunder, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of any Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) take all such action as may be necessary or appropriate in order that the “Warrant Securities”), shall bear a legend substantially similar to Company may validly and legally issue fully paid and nonassessable Units upon the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”)any Warrant, and (b) use all commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may not be offered, sold or transferred except (i) pursuant necessary to an effective registration statement under the Act, or (ii) upon the delivery by the holder to enable the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableperform its obligations hereunder.”

Issuance of Certificates. Upon On the exercise date hereof, the Trustee shall execute on behalf of the WarrantsTrust, authenticate and deliver, in fully registered form only, the issuance Subclass A-9 Certificates upon the written order of certificates for the Shares Note Issuers, in authorized denominations and in the names specified by the Note Issuers. The Trustee shall execute on behalf of the Trust, deliver and authenticate Subclass A-9 Certificates equalling the aggregate principal amount of the Corresponding Notes to be purchased by the Trustee pursuant to this Trust Supplement, and evidencing the entire ownership interest in the Trust created hereby. The Trustee shall be made no later than three (3) business days thereafter without charge issue on behalf of the Trust and deliver such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the Holder thereof includingaggregate principal amount of such Corresponding Notes and, without limitationconcurrently therewith, any tax which may be payable in respect the Trustee shall purchase on behalf of the issuance thereofTrust, and such certificates shall (subject pursuant to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance terms and delivery of any such certificates in a name other than that conditions of the Holderrelated Trust Supplement, and the Company shall not be required such Notes at a purchase price equal to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax consideration so received. The Subclass A-9 Certificates offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global certificates (each, a "Rule 144A Global Certificate"). The aggregate principal amount of each Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the records of The Depository Trust Company, as the Clearing Agency, in accordance with the instructions given by the Holder thereof, as hereinafter provided. The Subclass A-9 Certificates offered and sold in offshore transactions in reliance on Regulation S shall have established be issued initially in the form of one or more temporary global certificates (each, a "Temporary Regulation S Global Certificate"). At any time following the applicable Regulation S Global Certificate Exchange Date, upon receipt by the Trustee of a certificate substantially in the form of Exhibit C hereto, one or more permanent global certificates (each, a "Permanent Regulation S Global Certificate" and, together with each Temporary Regulation S Global Certificate, the "Regulation S Global Certificates," such Regulation S Global Certificates and the Rule 144A Global Certificates being referred to herein as the "Global Certificates") shall be deposited with The Depository Trust Company, as the Clearing Agency, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Certificate in an amount equal to the satisfaction principal amount of the Company that beneficial interest in such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableTemporary Regulation S Global Certificate transferred.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance of certificates for the Shares purchased Company shall be made no later than three (3) business days thereafter without charge issue to the Registered Holder thereof includingof such Warrant a certificate or certificates representing the number of full shares of Common Stock to which he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal a Warrant unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (iib) upon in the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant. In the event that an exemption from registration under a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Act is availableWarrants, will have paid the full purchase price for the Unit solely for the shares of Common Stock included in such Unit.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased Units shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect evidenced and represented by a Certificate of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates Membership in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company form approved by the manual or facsimile signature Board of Managers. Any certificate evidencing Units will bear the present or any future Chief Executive Officer or President following legend reflecting the restriction on the transfer of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, Membership Interests contained in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the followingthis Agreement: “The securities represented by this certificate and the THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _________, 2009, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE COMPANY. NO TRANSFER OF THE UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.” Certificates representing Units shall also bear any other securities issuable upon exercise thereof have not been registered for purposes of public distribution legend required at any time under the Securities Act of or other applicable law, including the following legend: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (the COLLECTIVELY THE “ActSECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, and DATED AS OF _________, 2009, AS THE SAME MAY BE AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. The Company may not be offered, sold make a notation in its records or transferred except (i) pursuant give instructions to an effective registration statement under any transfer agents or registrars for the Act, or (ii) upon Units in order to implement the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablerestrictions on Transfer set forth in this Agreement.”

Issuance of Certificates. Upon In its sole discretion, the exercise Board or the Committee may cause the Company to issue and deliver to the Participant, in the name of the WarrantsParticipant, a certificate representing ownership of the Restricted Shares. The certificate representing the Restricted Shares shall contain the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ISSUED PURSUANT TO A RESTRICTED STOCK AGREEMENT, DATED APRIL 30, 2008 (THE “AGREEMENT”), BY AND BETWEEN CSK AUTO CORPORATION AND THE HOLDER IN WHOSE NAME THESE SECURITIES ARE REGISTERED. THE TERMS AND CONDITIONS OF THE AGREEMENT SUBJECT THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND TO RESTRICTIONS ON TRANSFERABILITY. If the Participant is serving as an Employee or Director of the Company or any Subsidiary or Parent of the Company on any Vesting Date, the Participant may surrender any such certificate representing ownership of the Restricted Shares to the Company for reissuance of a certificate representing the vested shares of Common Stock that were formerly Restricted Shares, which certificate does not contain the foregoing legend, and a certificate representing unvested Restricted Shares shall be issued which does not contain the foregoing legend. Notwithstanding the above, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which shares of Common Stock hereunder may be payable in respect of effected by the issuance thereofof a stock certificate, and such certificates shall (subject to recording shares on the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction stock records of the Company that such tax has been paid. The certificates representing or by crediting shares in an account established on the Shares shall be executed on Participant’s behalf of the Company with a brokerage firm or other custodian, in each case as determined by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableParticipant.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and Redeemable Warrants or other securities, properties or rights underlying such Warrants, and upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than forthwith (and in any event such issuance shall be made within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, . The Warrant Certificates and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying each Redeemable Warrant or other securities, property or rights shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “"Warrant Securities”), ") shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, Act or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance Warrant Agent shall advise the Company and its transfer agent regarding (i) the instructions of certificates for each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares purchased issuable upon such exercise, (ii) in case of a Book-Entry Warrant Certificate, the notation that shall be made no later than three (3) business days thereafter without charge to the Holder thereof includingrecords maintained by the Depository, without limitationits nominee for each Book-Entry Warrant Certificate, any tax which may be payable in respect or a Participant, as appropriate, evidencing the balance, if any, of the issuance thereof, Warrants remaining after such exercise and (iii) such certificates other information as the Company or such transfer agent and registrar shall (subject reasonably require. Promptly thereafter the Company shall instruct its transfer agent to issue to the provisions Registered Holder of Article 5 hereof) be issued in such Warrant a certificate or certificates representing the name ofnumber of full Common Shares to which he, she or it is entitled, registered in such name or names as may be directed byby him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder thereof; providedby crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, howeverin case of a Book-Entry Warrant Certificate, that a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal a Warrant unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, Act with respect to the Common Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Common Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (iib) upon in the delivery by absence of a registration statement under the holder Act with respect to the Company offer and sale of an the Common Shares and a current prospectus relating to the Common Shares, in the opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from ​ ​ qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a Registration Failure Cashless Exercise, no registration statement under the Act with respect to the Common Shares and no current prospectus relating to the Common Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exemption from registration under exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Act is availableWarrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance Company shall issue to the registered holder of such Warrant a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock to the Holder thereof includingwhich he is entitled, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised. Subject to Section 7.4 and notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in securities pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless a registration statement under the Act with respect of any transfer involved to the Common Stock is effective, or in the issuance and delivery opinion of any such certificates in a name other than that counsel to the Company, the exercise of the HolderWarrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, and the Company holder of such Public Warrant shall not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to issue net cash settle the warrant exercise. Public Warrants may not be exercised by, or deliver securities issued to, any registered holder in any state in which such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paidexercise would be unlawful. The certificates representing the Shares shall be executed on behalf shares of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities common stock issuable upon exercise thereof of Sponsors’ Warrants shall be unregistered shares. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant, will have not been registered paid the full purchase price for purposes the unit solely for the shares included in such unit. Certificates evidencing Common Stock issued upon exercise of public distribution a Sponsor’s Warrant shall contain the following legend, unless such shares of Common Stock were issued pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”)amended: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and may not be offeredAS AMENDED, sold or transferred except (i) pursuant to an effective registration statement under the ActOR ANY STATE SECURITIES LAW, or (ii) upon the delivery by the holder to the Company of an opinion of counselAND MAY NOT BE OFFERED, reasonably satisfactory to counsel to the CompanySOLD, stating that an exemption from registration under such Act is availableTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance Company shall issue to the registered holder of such Warrant a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock to the Holder thereof includingwhich he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect securities pursuant to the exercise of any transfer involved in the issuance a Warrant and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid no obligation to settle the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except unless (i) pursuant to an effective a registration statement under the ActAct with respect to the Common Stock is effective, subject to the Company satisfying its obligations under Section 7.5 to use its best efforts, or (ii) upon in the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside. In the event that an exemption from a registration statement with respect to the Common Stock underlying a Public Warrant or Underwriter’s Warrant is not effective under the Act, the holder of such Act is availablePublic Warrant or Underwriter’s Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the warrant exercise. Public Warrants and Underwriter’s Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The Warrant Agent shall have no duty or liability with regard to the enforcement of the preceding sentence, nor shall it be deemed to knowledge of the laws of any jurisdiction with regard to such exercise, unless and until it has been advised thereof in writing by the Company and instructed as to what action it should take.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, properties or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”,

Issuance of Certificates. Upon The Holder Conversion Right may be exercised by the exercise Holder at any time permitted pursuant to Section 4.1 by the surrender of this Note (or of any replacement Note issued hereunder) with the conversion notice attached hereto duly executed, at the principal office of the WarrantsCompany or the transfer agent of the Parent. Conversion shall be deemed to have been effected (a) in the case of the Holder Conversion Right, on the date that such delivery of the Note and conversion notice is actually made, or (b) in the case of any interest payment pursuant to Section 2.1(c) (other than an interest payment which the Company shall have elected to make in cash), on the date on which such interest payment is due (as applicable, the “Conversion Date”). As promptly as practicable, and in any event within five (5) Trading Days, after a Conversion Date and, in the case of the Holder Conversion Right, the Company’s receipt of the Note being converted and the conversion notice, the Company shall issue and deliver to the Holder a certificate or certificates for the number of full shares of Common Stock to which the Holder is entitled (or evidence of the issuance of certificates for the Shares purchased shall be made no later than three (3such shares in book entry form) business days thereafter without charge and a check or cash with respect to the Holder thereof including, without limitation, any tax which may be payable fractional interest in respect a share of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued Common Stock as provided in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Section 4.4. The Company shall not be required obligated to pay any transfer tax which may be payable issue Common Stock certificates in respect the name of any transfer involved in the issuance and delivery of any such certificates in a name party other than that the Holder of the HolderNotes, absent full compliance with the provisions of Section 7 hereof. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date. All rights with respect to the Notes (or any portion thereof) that are converted pursuant to this Note, including the rights to receive interest and notices, shall terminate upon the conversion pursuant to this Section 4.2. Upon conversion of only a portion of the principal amount of this Note in accordance with the terms hereof, the Company shall not be required to issue or and deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company Holder hereof, at the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary expense of the Company. Warrant Certificates , a new Note covering the principal amount of this Note not converted, which new Note shall be dated entitle the date of execution by holder thereof to interest on the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar principal amount thereof to the following: “The securities represented by same extent as if the unconverted portion of this certificate and the other securities issuable upon exercise thereof have Note had not been registered surrendered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableconversion.”

Issuance of Certificates. Upon This Warrant is exercisable at the exercise ------------------------ option of Holder at any time or from time to time on or after the Commencement Date and prior to or on the Expiration Date for all or a portion of the Warrants, the issuance shares of certificates for the Warrant Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable purchased hereunder but if this Warrant is to be exercised only in respect part, not for less than the greater of (a) twenty-five (25%) of the issuance thereofnumber of Warrant Shares which may initially be purchased hereunder or (b) one thousand (1,000) Warrant Shares (in either case as adjusted for any stock dividend, split, combination, recapitalization or the like with respect to such shares). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such certificates shares as of the close of business on the date on which this Warrant shall (subject have been surrendered and payment made for such shares. Subject to the provisions of Article 5 hereof) Section 2, certificates for the Warrant Shares so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be issued delivered to Holder by the Company's transfer agent at the Company's expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such denominations of Warrant Shares as may be requested by Holder and shall be registered in the name ofof Holder or such other name as shall be designated by Holder, or subject to the limitations contained in such names as may be directed bySection 2. If, the Holder thereof; providedupon exercise of this Warrant, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other fewer than that all of the Holder, and the Company shall not be required Warrant Shares evidenced by this Warrant are purchased prior to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by expiration of this Warrant, one or more new warrants substantially in the Company upon initial issuanceform of, divisionand on the terms in, exchange, substitution or transfer. Upon exercise, in part or in whole, this Warrant will be issued for the remaining number of the Warrants, certificates representing the Warrant Shares not purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablethis Warrant.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, limitation any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, exchange substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii), to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased purchased, shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, provided however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, or Chief Executive Officer Officer, or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. AyurCore, Inc. Representative's Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Agreement Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement Registration Statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder Holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, ------------------------ the issuance of certificates for the Shares purchased Securities and/or other securities, properties or rights underlying such Warrants and, upon the redemption or conversion of the Preferred Shares, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Preferred Shares, as the case may be, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax transfer tax, stamp, duty or other similar tax, which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections -------- 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Securities underlying the Warrants and the shares of Common Stock underlying the Preferred Shares (and/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or the exercise of the Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part transfer or in wholelieu of mutilated, lost, stolen or destroyed Warrant Certificates. Certificates representing the Securities (and/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and certificates for the Unit Warrants purchased, and upon exercise of the Unit Warrants, the issuance of certificates for the Unit Warrant Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Unit Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and the Unit Warrants purchased, and upon exercise, in whole or in part, of the Unit Warrants, certificates representing the Unit Warrant Shares purchased (collectively, the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased pursuant to such exercise shall be made no later than three (3) business days thereafter forthwith without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 4 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and, upon exercise of the Warrants, the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President those officers required to sign such certificates under applicable law. This Warrant Certificate and, upon exercise of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseWarrants, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, as amended (the “Act”)AS AMENDED, and may not be offeredOR APPLICABLE STATE SECURITIES LAWS, sold or transferred except AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) pursuant to an effective registration statement under the Act, or AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT (ii) upon the delivery by the holder to the Company of an opinion of counselTO THE EXTENT APPLICABLE, reasonably satisfactory to counsel to the CompanyRULE 144 UNDER THE ACT (OR SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES) OR (iii) OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, stating that an exemption from registration under such Act is availableSUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

Issuance of Certificates. Upon The Company agrees that the exercise shares of the Warrants, the issuance of certificates for the Shares Common Stock purchased under this Warrant shall be made no later than three (3) business days thereafter without charge and are deemed to be issued to the Holder thereof including, without limitation, any tax which may be payable in respect hereof as the record owner of such shares as of the issuance thereofclose of business on the date on which (i) this Warrant shall have been surrendered, and such certificates shall (subject properly endorsed, to the provisions of Article 5 hereofCompany, (ii) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax have received the completed Subscription Form (a copy of which may be payable in respect is attached hereto as EXHIBIT A), the Investment Representations Letter (a copy of any transfer involved which is attached hereto as EXHIBIT B), and, if requested by the Company (except in the issuance and delivery case where the Holder is already a party to the Stockholders' Agreement), the Joinder Agreement (a copy of any such certificates in a name other than that of which is attached as EXHIBIT C to the Note Purchase Agreement) duly executed by the Holder, and (iii) the Holder shall have made payment for such shares. Certificates for the shares of Common Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. Each stock certificate so delivered shall be in such denominations of Common Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall not be required cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to issue or the Holder hereof within a reasonable time. Upon exercise of this Warrant, (i) the Common Stock issued to the Holder upon such conversion automatically thereupon shall become subject to the restrictions upon "Common Stock" under and as defined in that certain Stockholders' Agreement dated as of June 2, 1997, as amended, between the Company and its stockholders (the "Stockholders' Agreement"), (ii) the Holder automatically thereupon shall become a party to the Stockholders' Agreement in accordance with the terms of the Joinder Agreement attached as EXHIBIT C to the Note Purchase Agreement (except in the case where the Holder is already a party to the Stockholders' Agreement, in which case the Holder hereby reaffirms its obligations under the Stockholders' Agreement), and (iii) if requested by the Company, the Holder shall execute and deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company such other documents or instruments reasonably necessary to evidence the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. this Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes terms of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablethis paragraph.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates [for the Underlying Shares purchased and the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Underlying Shares, the Underlying Warrants and the Underlying Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, Certificates representing the shares of the Common Stock and Redeemable Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities securities, property or rights issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act Warrants or the Redeemable Warrants) shall be dated as of 1933, as amended the Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shares of Preferred Stock and/or Warrants and/or other Securities, properties or rights underlying such Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Preferred Stock and Redeemable Warrants underlying the Warrants (and/or other Securities, properties or rights issuable upon the exercise of the Warrants ) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Preferred Stock and Redeemable Warrants and the shares of Preferred Stock underlying each Redeemable Warrant (and/or other Securities, in part properties or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing Securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes date of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableissuance.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Warrant Shares purchased shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, limitations any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors of President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificates Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3) and in any event within ten business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary duly authorized officers of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended (AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION OR NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITYHOLDERS AGREEMENT, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM DOSKXXXX XXXUFACTURING COMPANY, INC. AND ANY SUCCESSOR THERETO." If any Warrant Certificates or the “Act”)certificates representing the Shares cease to be subject to any and all restrictions on transfer set forth in the Securityholders Agreement, and may not be offeredthe Company shall, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery written request of the holder thereof, issue to such holder without charging therefor a new certificate evidencing such Warrant Certificates or the certificates representing the Shares of the Company without the second sentence of the legend required by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableabove legend endorsed thereon.”

Issuance of Certificates. Upon the exercise of the Warrants, the ------------------------ issuance of certificates for the Shares purchased shall be made no later than three as promptly as practicable (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name ofof Holder, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a the name other than that of the Holder, Holder (which may not occur except in compliance with Articles 5 and 14 below) and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, as amended AS AMENDED (the “Act”)THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, and may not be offeredAND SUCH SECURITIES MAY NOT BE OFFERED FOR RESALE, sold or transferred except SOLD, ASSIGNED OR OTHERWISE HYPOTHECATED FOR VALUE (iINCLUDING BY ANY PLEDGEE) pursuant to an effective registration statement under the ActUNLESS (A) THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES, or OR (iiB) upon the delivery by the holder to the Company of an opinion of counselTHE SECURITIES ARE OFFERED AND SOLD IN COMPLIANCE WITH AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND, reasonably satisfactory to counsel to the CompanyAT THE OPTION OF THE COMPANY, stating that an exemption from registration under such Act is availableTHE HOLDER PROVIDES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO SUCH EFFECT.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Underlying Warrants underlying the Warrants and the shares of Common Stock underlying the Underlying Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Underlying Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and Underlying Warrants, in part and the shares of Common Stock underlying each Underlying Warrant (and/or other securities, property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrants and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance of certificates for the Shares purchased Company shall be made no later than three (3) business days thereafter without charge issue to the Holder thereof includingregistered holder of such Warrants a certificate or certificates representing the number of shares of Common Stock to which he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and, if such Warrants shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the Holder thereof; providednumber of shares as to which such Warrants shall not have been exercised or surrendered. Notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal Warrants unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution registration statement under the Securities Act of 1933, as amended (the “Act”)) with respect to the Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders, or (b) the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the state or other jurisdiction in which the registered holder resides. Warrants may not be offeredexercised by, sold or transferred except (i) pursuant to an effective securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the ActAct with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such registered holder any cash consideration upon exercise (ii) upon the delivery except pursuant to Section 2(e)). The Company’s counsel shall deliver any legal opinions required by the holder Warrant Agent in connection with the exercise of the Warrants at no cost to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableWarrantholder.”

Issuance of Certificates. Upon The Company shall cause certificates for Warrant Securities that are shares of Common Stock purchased pursuant to a Warrant to be transmitted by the exercise transfer agent for the Company’s Common Stock (the “Transfer Agent”) to the Holder by crediting the account of the Warrants, Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of certificates for the Shares purchased shall be made no later than Warrant Securities to or resale of the Warrant Securities by the Holder or (B) such Warrant is being exercised via cashless exercise, if permitted, and otherwise by physical delivery to the address specified by the Holder in the Exercise Form by the date that is three (3) business days thereafter without charge Trading Days after the latest of (A) the delivery to the Company of the Exercise Form, (B) surrender of such Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Security Delivery Date”). The Company shall cause certificates for Warrant Securities that are Series B Warrants to be transmitted by the Warrant Agent to the Holder thereof includingby physical delivery to the address specified by the Holder in the Exercise Form by the Warrant Security Delivery Date. The Warrant Securities shall be deemed to have been issued, without limitationand the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such securities for all purposes, any tax which may be payable in respect as of the issuance thereofdate the Warrant has been exercised, and such certificates shall (subject with payment to the provisions Company of Article 5 hereofthe Exercise Price (or by cashless exercise, if permitted) and all taxes required to be issued in paid by the name ofHolder, or in if any, pursuant to Section 2(d)(vi) prior to the issuance of such names as may be directed bysecurities, having been paid. Notwithstanding the Holder thereof; providedforegoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal a Warrant unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, Act with respect to the Warrant Securities issuable upon exercise of such Warrants is effective and a current prospectus relating to the Warrant Securities issuable upon exercise of the Warrants is available for delivery to the Holders or (iib) upon in the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any Holder in any state or jurisdiction in which such exercise or issuance would be unlawful. In the event that an exemption from a registration statement under the Act with respect to the Warrant Securities underlying the Warrants is not effective or a current prospectus is not available, or because such Act exercise would be unlawful with respect to a Holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. For the avoidance of doubt, it is availablehereby acknowledged that the Series C Warrants shall not be exercisable on a cashless basis under any circumstances. In no event will the Company be required to “net cash settle” the warrant exercise.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock underlying the Shares purchased Warrants shall be made no later than forthwith (and in any event within three (3) business days thereafter without thereafter)without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in In respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Shares shares of Common Stock underlying each Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Senior Assistant Secretary of the Company. Warrant Certificates and certificates representing the Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased shares of Common Stock underlying the Warrants (collectively, the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock and Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants, shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and Redeemable Warrants, in part and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend-bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon The Holder Conversion Right may be exercised by the exercise Holder by the surrender of this Convertible Note (or of any replacement Convertible Note issued hereunder) with the conversion notice attached hereto as Exhibit A duly executed, at the principal office of the Warrants, Issuer or the issuance transfer agent of certificates for the Shares purchased Issuer. Conversion shall be deemed to have been effected on the date that such delivery of the Convertible Note and conversion notice is actually made no later than (the “Conversion Date”). As promptly as practicable, and in any event within three (3) business days thereafter without charge to Trading Days, after a Conversion Date and the Holder thereof including, without limitation, any tax which may be payable in respect Issuer’s receipt of the issuance thereofConvertible Note being converted (and the conversion notice, and if applicable) (such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed bythird Trading Day thereafter, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant SecuritiesShare Delivery Date”), the Issuer shall bear a legend substantially similar (A) if legends are not required to be placed on certificates of Common Stock pursuant to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes then existing provisions of public distribution under Rule 144 of the Securities Act of 19331933 (“Rule 144”) and provided that the transfer agent is participating in The Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if legends are required to be placed on certificates of Common Stock pursuant to Rule 144 or the transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as amended (specified in the “Act”)Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled, which certificates shall not bear any restrictive legends unless required pursuant to Rule 144 and may a check or cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.4. The Issuer shall not be offeredobligated to credit Common Stock or issue Common Stock certificates in the name of any party other than the Holder of the Convertible Notes, sold absent full compliance with the provisions of Section 9 hereof. The person in whose name the certificate or transferred except certificates for Common Stock are to be issued or credited shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date. All rights with respect to the Convertible Notes (ior any portion thereof) that are converted pursuant to an effective registration statement under this Section 4, including the Actrights to receive interest and notices, or (ii) shall terminate upon the delivery by conversion pursuant to this Section 4.2. Upon conversion of only a portion of this Convertible Note, the Issuer shall issue and deliver to the Holder hereof, at the expense of the Issuer, a new Convertible Note covering the principal amount of this Convertible Note not converted, which new Convertible Note shall entitle the holder thereof to interest on the principal amount thereof to the Company same extent as if the unconverted portion of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablethis Convertible Note had not been surrendered for conversion.”

Issuance of Certificates. Upon the exercise of the WarrantsWarrants for cash or upon a Warrant Exchange, the issuance of certificates for the Warrant Shares purchased or issuable on exchange shall be made no later than within three (3) business days thereafter without charge to the Holder thereof HOLDER including, without limitation, any tax which may be payable by the Company in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, HOLDER. The Warrant Certificate and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Warrant Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificates Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the “Act”THE "ACT"), and may not be offered, sold or transferred except AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) pursuant to an effective registration statement under the ActPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, or (ii) upon the delivery by the holder to the Company of an opinion of counselTO THE EXTENT APPLICABLE, reasonably satisfactory to counsel to the CompanyPURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), stating that an exemption from registration under such Act is availableOR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.”"

Issuance of Certificates. Upon the exercise of the WarrantsWarrants in accordance with the terms hereof, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the WarrantsUnderwriter’s Unit Option Warrant, the issuance of certificates for the Unit Warrants and Unit Shares purchased or other securities, properties or rights underlying such Underwriter’s Unit Option Warrant, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Underwriter and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter’s Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter’s Unit Option Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the present Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the then present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates The Underwriter’s Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, The certificates representing the Unit Warrants and Unit Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), Underwriter’s Unit Option Warrants shall be identical in form and may not be offered, substance to those issued and sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company public in connection with the Public Offering, including the terms of an opinion of counsel, reasonably satisfactory to counsel to redemption for the Company, stating that an exemption from registration under such Act is availableClass A Warrants.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shares of Common Stock and/or shares of Convertible Preferred Stock and/or other securities, properties or rights underlying such Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the shares of Convertible Preferred Stock underlying the Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and shares of Convertible Preferred Stock (and/or other securities, in part property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrants and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance of certificates for the Shares purchased Company shall be made no later than three (3) business days thereafter without charge issue to the Holder thereof includingregistered holder of such Warrants a certificate or certificates representing the number of shares of Common Stock to which he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and, if such Warrants shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the Holder thereof; providednumber of shares as to which such Warrants shall not have been exercised or surrendered. Notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal Warrants unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution registration statement under the Securities Act of 1933, as amended (the “Act”)) with respect to the Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders, or (b) the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the state or other jurisdiction in which the registered holder resides. Warrants may not be offeredexercised by, sold or transferred except (i) pursuant to an effective securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the ActAct with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such registered holder any cash consideration upon exercise (ii) upon the delivery except pursuant to Section 2(d)). The Company’s counsel shall deliver any legal opinions required by the holder Warrant Agent in connection with the exercise of the Warrants at no cost to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableWarrantholder.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and Underlying Warrants purchased, and upon exercise, in whole or in part, of the Underlying Warrants, certificates representing the Underlying Warrant Shares purchased (collectively, the “"Warrant Securities”Certificates"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the issuance of certificates for the Shares purchased Company shall be made no later than three (3) business days thereafter without charge instruct its transfer agent to issue to the Registered Holder thereof includingof such Warrant a certificate or certificates representing the number of full Ordinary Shares to which he, without limitationshe or it is entitled, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder thereof; providedby crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, howeverin case of a Book-Entry Warrant Certificate, that a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal a Warrant unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, Act with respect to the Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (iib) upon in the delivery by absence of a registration statement under the holder Act with respect to the Company offer and sale of an the Ordinary Shares and a current prospectus relating to the Ordinary Shares, in the opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a Registration Failure Cashless Exercise, no registration statement under the Act with respect to the Ordinary Shares and no current prospectus relating to the Ordinary Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exemption from registration under exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Act is availableWarrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3) and in any event within five business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseThe Warrant Certificates and, upon exercise of the Warrants, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amended AS AMENDED (the “Act”THE "ACT"), and may not be offeredAND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, sold or transferred except (iII) pursuant to an effective registration statement under the ActTO THE EXTENT APPLICABLE, or PURSUANT TO RULE 144 UNDER THE ACT (iiOR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) upon the delivery by the holder to the Company of an opinion of counselUPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, reasonably satisfactory to counsel to the CompanyREASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, stating that an exemption from registration under such Act is availableSTATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, provided however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, or Chief Executive Officer Officer, or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement Registration Statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder Holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Representing Class A Common Shares Upon surrender to the exercise Depository for cancellation of a certificate which immediately prior to the Effective Time represented (a) one or more Alamos Shares that were ultimately converted under the Plan of Arrangement into one or more Class A Shares and/or (b) one or more AuRico Shares that were ultimately converted one or more Class A Shares under the Arrangement, together with such other documents and instruments as would have been required to effect the transfer of the Warrantsshares formerly represented by such certificate under the OBCA and the by-laws of AuRico or Alamos, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereofas applicable, and such certificates shall (subject to additional documents and instruments as the provisions of Article 5 hereof) be issued in the name of, or in such names as Depository may be directed byreasonably require, the Holder thereof; provided, however, that the Company holder of such surrendered certificate shall not be required entitled to pay any transfer tax which may be payable receive in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holderexchange therefor, and the Company Depository shall not be required deliver to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereonholder, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) a certificate representing that number (rounded down to the nearest whole number) of Class A Shares into which such holder’s AuRico Shares or Alamos Shares, as the case may be, were ultimately converted (together with any dividends or distributions with respect thereto pursuant to an effective registration statement under the ActSection 4.2), or (ii) upon the delivery by the holder a certificate representing that number (rounded down to the Company nearest whole number) of an opinion New AuRico Shares to which such holder is entitled under the Arrangement and this Plan of counselArrangement, reasonably satisfactory and (iii) in the case of a holder of Alamos Shares, a cheque (or other form of immediately available funds) representing the cash which such holder has the right to counsel receive under the Arrangement and this Plan of Arrangement from Amalco for such Alamos Shares, less any amounts withheld pursuant to Section 4.6, and the certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of AuRico Shares or Alamos Shares that is not registered in the transfer records of AuRico or Alamos, as applicable, a certificate representing the proper number of Class A Shares and New AuRico Shares may be issued to the Companytransferee if the certificate representing such AuRico Shares or Alamos Shares, stating as applicable, is presented to the Depository, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented AuRico Shares or Alamos Shares that an exemption from registration under were converted pursuant to this Plan of Arrangement shall be deemed at all times after the Effective Time to represent only the right to receive upon such Act is availablesurrender (i) the certificate representing Class A Shares and New AuRico Shares as contemplated by this Section 4.1, (ii) with respect to any certificate representing one or more Alamos Shares, the cash payment contemplated by this Section 4.1, and (iii) any dividends or distributions with a record date after the Effective Time theretofore paid or payable with respect to Amalco Shares as contemplated by Section 4.2.”

Issuance of Certificates. Upon As soon as practicable after the exercise of the Warrantsany Warrant, the issuance Company shall issue to the registered holder of such Warrant a certificate or certificates for the Shares purchased shall be made no later than three (3) business days thereafter without charge number of full shares of Common Stock to the Holder thereof includingwhich he is entitled, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. a Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear unless a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution registration statement under the Securities Act of 1933, as amended (1933 with respect to the “Act”), and securities is then currently effective. Warrants may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Actexercised by, or (ii) securities issued to, any registered holder in any state in which such exercise would be unlawful. Shares of Common Stock issuable upon the delivery by exercise of Class A Warrants will be restricted from transfer for a period of one year. The restricted period begins with the holder to effective date of the Company Registration Statement and ends on the one year anniversary of an opinion the effective date of counselthe Registration Statement. Stop transfer orders will be placed on the shares underlying the class A Warrants with the transfer agent, reasonably satisfactory to counsel to and certificates for shares issued upon the Companyexercise of Class A Warrants will bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, stating that an exemption from registration under such Act is availableTRANSFERRED OR ASSIGNED PRIOR TO __________, 2003 [ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], AND THEREAFTER, MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”

Issuance of Certificates. Upon the exercise of the ------------------------ Warrants, the issuance of certificates for shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the Shares purchased exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be -------- issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exerciseCertificates representing the shares of Common Stock and Redeemable Warrants, in part and the shares of Common Stock underlying each Redeemable Warrant (and/or other securities, property or in whole, rights issuable upon exercise of the Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the WarrantsOptions, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter promptly without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 4 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Option Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Option Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the WarrantsOptions, certificates representing the Shares purchased (collectively, the “Warrant "Option Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any transfer tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, by the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), nor any state securities laws and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the ActAct and applicable state securities laws, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably reasonable satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act or applicable state securities laws is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates Certificates for the Warrant Shares so purchased shall be made no later than three (3) business days thereafter without charge delivered to the Holder thereof includingwithin a reasonable time, without limitationnot exceeding ten (10) business days, any tax which after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be payable in respect of requested by the issuance thereof, Holder and such certificates shall (subject to the provisions of Article 5 hereof) be issued registered in the name ofof the Holder or such other name as shall be designated by the Holder, or as specified in such names as may be directed bythe Exercise Agreement. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder thereof; provided, however, that a new Warrant representing the Company right to purchase the number of shares with respect to which this Warrant shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in then have been exercised. As used herein, “business day” means a name day, other than that a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Upon partial exercise of this Warrant, a new Warrant containing the same date and provisions of this Warrant shall, at the request of the Holder, and be issued by the Company to the Holder for the remaining portion of this Warrant which shall not be required to issue have been exercised. Each certificate for Common Stock, issued upon exercise of this Warrant, unless either (i) at the time of exercise such Common Stock or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction any other securities of the Company that such tax has been paid. The certificates representing may at any time be issuable on the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereonexercise hereof, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been are registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder Holder shall deliver to the Company of an opinion of counsel, counsel reasonably satisfactory to counsel the Company that the Common Stock represented thereby, or any other securities of the Company that may at any time be issuable on the exercise hereof, need no longer be subject to the Companyrestriction contained herein, stating that an exemption from registration under such Act is availableshall bear a legend substantially in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM SUCH REGISTRATION. The provisions of this Section 3(b) shall be binding upon all subsequent holders of certificates for Common Stock issuable upon exercise of the Warrant bearing the above legend and all subsequent holders of this Warrant, if any.”

Issuance of Certificates. Upon As soon as practicable after the exercise of any Warrant and the Warrantsclearance of the funds in payment of the Warrant Price, the issuance Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full Ordinary Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof includingwhich he is entitled, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or registered in such name or names as may be directed byby him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the Holder thereof; providednumber of shares as to which such Warrant shall not have been exercised. Subject to Section 7.4 and notwithstanding the foregoing, however, that the Company shall not be required obligated to pay deliver any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid securities pursuant to the Company the amount exercise of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal a Warrant unless (if anya) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, Act with respect to the Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Warrant holders or (iib) upon in the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Ordinary Shares underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise (unless pursuant to Section 4.5) or otherwise “net cash settle” the Warrant. In the event that an exemption from registration under a Registration Statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Act is availableWarrants, will have paid the full purchase price for the Unit solely for the Ordinary Shares included in such Unit.”

Issuance of Certificates. (a) Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than three (3) business days thereafter forthwith without charge to the Holder thereof including, without limitation, any excise or transfer tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the company, or in such other manner as is then authorized for the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend (which legend shall be removed by the Company pursuant to Section 6.3(b)) substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Securities and/or other securities, properties or rights underlying such Warrants and, upon the redemption or conversion of the Preferred Shares purchased and/or the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Preferred Shares and/or Redeemable Warrants, as the case may be, shall be made no later than three forthwith (3and in any event within five (5) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Securities underlying the Warrants and the shares of Common Stock underlying the Preferred Shares and Redeemable Warrants (and/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or the exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the present then Chairman or any future Chief Executive Officer Vice Chairman of the Board of Directors or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part transfer or in wholelieu of mutilated, lost, stolen or destroyed Warrant Certificates. Certificates representing the Securities, and the shares of Common Stock underlying each Preferred Share and Redeemable Warrant (and/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or exercise of the Warrants or the Redeemable Warrants, certificates representing ) shall be dated as of the Shares purchased Notice Date (regardless of when executed or delivered) and dividend bearing securities so issued shall accrue dividends from the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availableNotice Date.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased and the Underlying Warrants purchased, and upon the exercise of the Underlying Warrants, the issuance of certificates for the Underlying Warrant Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), and Underlying Warrants shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is available.”"

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no No later than three (3) business days thereafter without charge Business Days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder thereof including, without limitation, any tax which may be payable in respect of such Warrant a certificate or certificates representing (or deliver electronically through the facilities of the issuance thereofDepository Trust Corporation) the number of full shares of Common Stock to which he, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name ofshe or it is entitled, or registered in such name or names as may be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full (provided that the Registered Holder has delivered the original physical Warrant Certificate to the Warrant Agent, which delivery shall not include delivery of a notice from the Depository of the transfer or exercise of Warrants in the form of a global Book-Entry Warrant Certificate), a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. If fewer than all of the Warrants evidenced by a global Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each global Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such exercise would be unlawful with respect to a Registered Holder thereof; providedin any state, however, that the Company Registered Holder shall not be required entitled to pay any transfer tax which exercise such Warrants and such Warrants may have no value and expire worthless. The Warrant Agent shall have no obligation under this Warrant Agreement to calculate, the aforementioned quotient. The number of shares of Common Stock to be payable in respect of any transfer involved in issued on such cashless exercise will be determined by the issuance company (with written notice thereof to the Warrant Agent) using the formula set forth above and delivery of any such certificates in a name other than that the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the Holder, and the Company shall not number of shares of Common Stock to be required to issue or deliver issued on such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Actwritten agreement, is accurate or (ii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably satisfactory to counsel to the Company, stating that an exemption from registration under such Act is availablecorrect.”

Issuance of Certificates. Upon the exercise of the Warrants, the issuance of certificates for the Shares purchased shall be made no later than forthwith (and in any event within three (3) business days thereafter thereafter) without charge to the Holder thereof including, without limitation, any transfer tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or in such names as may be directed by, by the Holder thereof; provided, however, that the Company shall not be required to pay any transfer tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder, Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the “"Warrant Securities”"), shall bear a legend substantially similar to the following: “"The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “"Act”"), nor any state securities laws and may not be offered, offered or sold or transferred except (i) pursuant to an effective registration statement under the ActAct and applicable state securities laws, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iiiii) upon the delivery by the holder to the Company of an opinion of counsel, reasonably reasonable satisfactory to counsel to the Companyissuer, stating that an exemption from registration under such Act or applicable state securities laws is available.”" EXHIBIT 4.5 (CONTINUED)