Common use of Delivery of Stock Certificates, etc Clause in Contracts

Delivery of Stock Certificates, etc. (a) The Pledgors will immediately deliver to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. (b) Within 10 business days after the date hereof, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing the Additional Initial Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, the Pledgee will return to the Pledgors the Initial Release Shares, so long as, at the time of such delivery of the Additional Initial Shares, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (a5) The Pledgors Business Days thereafter, the Company at its expense will immediately deliver cause to the Pledgee all certificates be issued to and delivered or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or issued registered in the name of a Pledgor the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and accompanied by stock powers or other appropriate instruments nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer or assignment, duly executed by agent is participating in the relevant Pledgor in blank and undatedDepository Trust Company ("DTC") Fast Automated Securities Transfer program, and in either case having attached thereto all requisite federal or state stock so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer tax stamps, all in form and substance satisfactory agent to electronically transmit the Warrant Shares so purchased to the Pledgee. Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (b) Within 10 business days after "DTC Transfer"). If the date hereofaforementioned conditions to a DTC Transfer are not satisfied, the Pledgors will Company shall deliver to the Pledgee all Holder physical certificates or other writings representing or evidencing the Additional Initial SharesWarrant Shares so purchased. Further, either the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in suitable form for transfer lieu of delivering such shares by deliveryway of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, or issued shall be registered in the name of such Holder and shall bear a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignmentrestrictive legend. If this Warrant shall have been exercised only in part, duly executed by then the relevant Pledgor in blank and undatedCompany shall, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, the Pledgee will return to the Pledgors the Initial Release Shares, so long asat its expense, at the time of such delivery of such certificates, deliver to the Additional Initial SharesHolder a new Warrant or Warrants of like tenor, calling in the product of (i) aggregate on the sum face or faces thereof for issuance of the number of Initial Pledged Warrant Shares and equal (without giving effect to any adjustment therein) to the number of Additional Initial Shares, less such shares called for on the face of this Warrant minus the number of Initial Release Shares, and (ii) the Market Price such shares so designated by such Holder upon such exercise as of such date, is equal to or provided in excess of $13,000,000Section 1.1. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within three Business Days thereafter, the Company at its expense (aincluding the payment by it of any applicable transfer taxes) The Pledgors will immediately deliver cause to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or be issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory delivered to the Pledgee.Holder hereof or, subject to Section 9, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares, including, if the Company so elects, fractional shares, of Common Stock (or Other Securities) to which such Holder shall be entitled upon such exercise plus, at the discretion of the Company, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Closing Price per share on the Business Day next preceding the date of such exercise, and (b) Within 10 business days after in case such exercise is in part only, a new Warrant or Warrants of like tenor, calling in the date aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the Holder upon such exercise as provided in Section 1.1. In lieu of physical delivery of the shares being issued upon exercise, provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (FAST) program, upon request of the Holder and in compliance with the provisions hereof, the Pledgors will deliver Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the shares being issued to the Pledgee all certificates or other writings representing or evidencing Holder by crediting the Additional Initial Shares, either in suitable form account of the Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. The time period for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory delivery described herein shall apply to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, the Pledgee will return to the Pledgors the Initial Release Shares, so long as, at the time of such delivery of the Additional Initial Shares, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000electronic transmittals described herein. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (a5) The Pledgors Business Days thereafter, the Company at its expense will immediately deliver cause to the Pledgee all certificates be issued to and delivered or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or issued registered in the name of a Pledgor the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and accompanied by stock powers or other appropriate instruments nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of transfer or assignmentany fractional share to which such Holder would otherwise be entitled, duly executed by the relevant Pledgor cash in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory an amount equal to the Pledgee. same fraction of the Market Price (bas defined in Section 5) Within 10 business days after per share on the Business Day next preceding the date hereofof such exercise. If the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program and the Warrant Shares may be issued as book-entry shares pursuant to such program, the Pledgors will Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Pledgee all Holder physical certificates or other writings representing or evidencing the Additional Initial SharesWarrant Shares so purchased. Further, either the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in suitable form for transfer lieu of delivering such shares by deliveryway of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, or issued shall be registered in the name of such Holder and shall bear a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignmentrestrictive legend. If this Warrant shall have been exercised only in part, duly executed by then the relevant Pledgor in blank and undatedCompany shall, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, the Pledgee will return to the Pledgors the Initial Release Shares, so long asat its expense, at the time of such delivery of such certificates, deliver to the Additional Initial SharesHolder a new Warrant or Warrants of like tenor, calling in the product of (i) aggregate on the sum face or faces thereof for issuance of the number of Initial Pledged Warrant Shares and equal (without giving effect to any adjustment therein) to the number of Additional Initial Shares, less such shares called for on the face of this Warrant minus the number of Initial Release Shares, and (ii) the Market Price such shares so designated by such Holder upon such exercise as of such date, is equal to or provided in excess of $13,000,000Section 1.1. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. ON EXERCISE. (a) The Pledgors will immediately deliver As soon as practicable after the exercise of this Warrant and in any event within three Trading Days thereafter, upon the terms and subject to the Pledgee all certificates conditions of this Warrant, the Company at its expense (including the payment by it of any applicable issue or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCCstamp taxes) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or will cause to be issued in the name of and delivered to the Holder, or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct, a Pledgor certificate or certificates for the number of fully paid and accompanied nonassessable shares of Common Stock (or Other Securities) to which the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except to the extent permitted under Section 6.11 of the Purchase Agreement), plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash equal to such fraction multiplied by the VWAP of one full share of Common Stock, together with any other stock powers or Other Securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 2 or otherwise on the date of the exercise of this Warrant that gives rise to such fraction (or the immediately preceding Trading Day if this Warrant is exercised on a day other than a Trading Day). In lieu of delivering physical certificates for the shares of Common Stock (or Other Securities) issuable upon any exercise of this Warrant, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such shares of Common Stock (or Other Securities) issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder's (or such designee's) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply). The Company shall pay any taxes and other governmental charges that may be imposed under the laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock (or Other Securities) or payment of cash upon exercise of this Warrant (other than income taxes imposed on the Holder). The Company shall not be required, however, to pay any tax or other appropriate instruments charge imposed in connection with any transfer involved in the issue of transfer any certificate for shares of Common Stock (or assignment, duly executed by Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the relevant Pledgor in blank and undatedHolder, and in either case having attached thereto all requisite federal of such transfer or state stock transfer payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax stamps, all in form and substance satisfactory or charge has been paid or it has been established to the Pledgee. Company's reasonable satisfaction that no such tax or charge is due. If the Company fails to deliver or cause to be delivered to the Holder such shares of Common Stock (bor Other Securities) Within 10 business days pursuant to this Section 3(a) (free of any restrictions on transfer or legends except to the extent permitted under Section 6.11 of the Purchase Agreement) in accordance herewith, within five Trading Days after a particular exercise of this Warrant, then, in addition to any other liability the date hereofCompany may have, the Pledgors will deliver Company shall pay to the Pledgee all certificates Holder, in cash, upon demand of the Holder from time to time an amount, computed at the rate of 2% per month of the VWAP of the shares of Common Stock (or other writings representing or evidencing Other Securities) not timely delivered by the Additional Initial SharesCompany, either in suitable form for transfer by delivery, or issued each day in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignmentperiod such failure continues (the "Exercise Delay Payments"), duly executed by with each change in the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the PledgeeVWAP during such period being given effect. Upon delivery exercise of this Warrant as provided herein, the Additional Initial Shares Company's obligation to issue and deliver the certificates for Common Stock in accordance with the requirements terms of this Warrant shall be absolute and unconditional, irrespective of the immediately preceding sentenceabsence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Pledgee will return recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Pledgors Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Initial Release SharesHolder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, so long asand irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. (1) If in any case the Company shall fail to issue and deliver or cause to be delivered the shares of Common Stock (or Other Securities) to the Holder within five Trading Days of a particular exercise of this Warrant, at in addition to any other liabilities the time Company may have hereunder and under applicable law, (A) the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by the Holder as a result of such delivery failure; (B) if as a result of such failure the Holder shall suffer any direct damages or liabilities from such failure (including, without limitation, margin interest and the cost of purchasing securities to cover a sale (whether by the Holder or the Holder's securities broker) or borrowing of shares of Common Stock by the Holder for purposes of settling any trade involving a sale of shares of Common Stock made by the Holder during the period beginning on the Issuance Date and ending on the date the Company delivers or causes to be delivered to the Holder such shares of Common Stock), then, in addition to any amounts payable pursuant to Section 3(a), the Company shall upon demand of the Additional Initial SharesHolder pay to the Holder an amount equal to the actual, direct, demonstrable out-of-pocket damages and liabilities suffered by the product of (i) Holder by reason thereof which the sum Holder documents to the reasonable satisfaction of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release SharesCompany, and (iiC) the Market Price Holder may by written notice (which may be given by mail, courier, personal service or telephone line facsimile transmission) or oral notice (promptly confirmed in writing), given at any time prior to delivery to the Holder of the shares of Common Stock issuable in connection with such exercise of the Holder's right, rescind such exercise and the subscription form relating thereto, in which case the Holder shall thereafter be entitled to exercise that portion of this Warrant as of to which such date, exercise is equal so rescinded and to or in excess of $13,000,000exercise its other rights and remedies with respect to such failure by the Company. (c2) Within 10 business days Notwithstanding the foregoing the Company shall not be liable to the Holder under clauses (A) or (B) of the Section 3(b)(1) to the extent the failure of the Company to deliver or to cause to be delivered such shares of Common Stock results from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, or any similar event outside the control of the Company (it being understood that the action or failure to act of the Company's Transfer Agent shall not be deemed an event outside the control of the Company except to the extent resulting from fire, flood, storm, earthquake, shipwreck, strike, war, acts of terrorism, crash involving facilities of a common carrier, acts of God, or any similar event outside the control of such Transfer Agent or the bankruptcy, liquidation or reorganization of such Transfer Agent under any bankruptcy, insolvency or other similar law). In the case of the Company's failure to issue and deliver or cause to be delivered the shares of Common Stock (or Other Securities) to the Holder within five Trading Days of a particular exercise of this Warrant, the amount payable by the Company pursuant to clause (B) of Section 3(b)(1) with respect to such exercise shall be reduced by the amount of Exercise Delay Payments previously paid by the Company to the Holder with respect to such exercise. The Holder shall notify the Company in writing (or by telephone conversation, confirmed in writing) as promptly as practicable following the third Trading Day after the date Holder exercises this Warrant if the Holder becomes aware that such shares of a demand by Common Stock so issuable have not been received as provided herein, but any failure so to give such notice shall not affect the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates Holder's rights under this Warrant or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgeeotherwise.

Delivery of Stock Certificates, etc. As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within three Business Days thereafter, the Company at its expense (aincluding the payment by it of any applicable transfer taxes) The Pledgors will immediately deliver cause to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or be issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory delivered to the Pledgee.Holder hereof or, subject to Section 9, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares, including, if the Company so elects, fractional shares, of Common Stock (or Other Securities) to which such Holder shall be entitled upon such exercise plus, at the discretion of the Company, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Closing Price per share on the Business Day next preceding the date of such exercise, and (b) Within 10 business days after in case such exercise is in part only, a new Warrant or Warrants of like tenor, calling in the date aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the Holder upon such exercise as provided in Section 1. 1. In lieu of physical delivery of the shares being issued upon exercise, provided that the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer (FAST) program, upon request of the Holder and in compliance with the provisions hereof, the Pledgors will deliver Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the shares being issued to the Pledgee all certificates or other writings representing or evidencing Holder by crediting the Additional Initial Shares, either in suitable form account of the Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. The time period for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory delivery described herein shall apply to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, the Pledgee will return to the Pledgors the Initial Release Shares, so long as, at the time of such delivery of the Additional Initial Shares, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000electronic transmittals described herein. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. (a) The Each of the Pledgors will immediately deliver to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. (b) Within 10 business days after the date hereof, the Pledgors will deliver to Each Pledgor authorizes the Pledgee all certificates to file, in the Pledgee's discretion and at such Pledgor's expense, in jurisdictions where this authorization will be given effect, financing statements and continuation statements covering the Collateral signed only by the Pledgee, and hereby appoints the Pledgee as such Pledgor's attorney-in-fact to sign and file any such financing statements, continuation statements and any other filings or other writings representing or evidencing recordations covering the Additional Initial SharesCollateral of such Pledgor. Such Pledgor shall, either in suitable form for transfer by deliveryat its expense, execute, deliver, file and record any such documents, assignments, agreements, or issued in statements (including, without limitation, financing and continuation statements under the name of a Pledgor UCC) and accompanied by stock powers take any other action that from time to time may be necessary or other appropriate instruments of transfer desirable, or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, that the Pledgee will return may request, in order to create, preserve, perfect, confirm or validate the Pledgors security interests granted hereunder or to enable the Initial Release SharesPledgee to obtain the full benefits of, so long asor to enforce its rights, at the time of such delivery of the Additional Initial Sharespowers and remedies under, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000this Agreement. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. (a) The Gold & Appel will immediately delivxx xx the Pledgee all certificates or other writings representing or evidencing any of the Epoch Shares, either in suitable form for transfer by delivery, or issued in the name of Gold & Appel and accompanied by stoxx xxwers or other appropriate instruments of transfer or assignment, duly executed by Gold & Appel in blank and undated, xxx xn either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Each of the Pledgors will immediately deliver to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectlyindirectly (including, without limitation, certificates representing the shares of Startec Stock that are issued in exchange for shares of Capsule Pledged Stock), either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. (b) Within 10 business days after the date hereof, the Pledgors will deliver to Each Pledgor authorizes the Pledgee all certificates to file, in the Pledgee's discretion and at such Pledgor's expense, in jurisdictions where this authorization will be given effect, financing statements and continuation statements covering the Collateral signed only by the Pledgee, and hereby appoints the Pledgee as such Pledgor's attorney-in-fact to sign and file any such financing statements, continuation statements and any other filings or other writings representing or evidencing recordations covering the Additional Initial SharesCollateral of such Pledgor. Such Pledgor shall, either in suitable form for transfer by deliveryat its expense, execute, deliver, file and record any such documents, assignments, agreements, or issued in statements (including, without limitation, financing and continuation statements under the name of a Pledgor UCC) and accompanied by stock powers take any other action that from time to time may be necessary or other appropriate instruments of transfer desirable, or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, that the Pledgee will return may request, in order to create, preserve, perfect, confirm or validate the Pledgors security interests granted hereunder or to enable the Initial Release SharesPledgee to obtain the full benefits of, so long asor to enforce its rights, at the time of such delivery of the Additional Initial Sharespowers and remedies under, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000this Agreement. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. (a) The Pledgors will Gold & Appex xxxl immediately deliver to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares Epoch Shares, either in suitable form for transfer by delivery, or issued in the name of Gold & Appex xxx accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by Gold & Appex xx blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Each of the Pledgors will immediately deliver to the Pledgee all certificates or other writings representing or evidencing any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectlyindirectly (including, without limitation, certificates representing the shares of Startec Stock that are issued in exchange for shares of Capsule Pledged Stock), either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. (b) Within 10 business days after the date hereof, the Pledgors will deliver to Each Pledgor authorizes the Pledgee all certificates to file, in the Pledgee's discretion and at such Pledgor's expense, in jurisdictions where this authorization will be given effect, financing statements and continuation statements covering the Collateral signed only by the Pledgee, and hereby appoints the Pledgee as such Pledgor's attorney-in-fact to sign and file any such financing statements, continuation statements and any other filings or other writings representing or evidencing recordations covering the Additional Initial SharesCollateral of such Pledgor. Such Pledgor shall, either in suitable form for transfer by deliveryat its expense, execute, deliver, file and record any such documents, assignments, agreements, or issued in statements (including, without limitation, financing and continuation statements under the name of a Pledgor UCC) and accompanied by stock powers take any other action that from time to time may be necessary or other appropriate instruments of transfer desirable, or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, that the Pledgee will return may request, in order to create, preserve, perfect, confirm or validate the Pledgors security interests granted hereunder or to enable the Initial Release SharesPledgee to obtain the full benefits of, so long asor to enforce its rights, at the time of such delivery of the Additional Initial Sharespowers and remedies under, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000this Agreement. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.

Delivery of Stock Certificates, etc. As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within ten Business Days thereafter, the Company at its expense (aincluding the payment by it of any applicable transfer taxes) The Pledgors will immediately deliver cause to the Pledgee all certificates or other writings representing or evidencing any of the Initial Pledged Shares and any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly, either in suitable form for transfer by delivery, or be issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory delivered to the Pledgee.Holder hereof or, subject to Section 9, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, (a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares, including, if the Company so elects, fractional shares, of Common Stock (or Other Securities) to which such Holder shall be entitled upon such exercise plus, at the discretion of the Company, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Closing Price per share on the Business Day next preceding the date of such exercise, and (b) Within 10 business days after in case such exercise is in part only, a new Warrant or Warrants of like tenor, calling in the date aggregate on the face or faces thereof for the number of shares of Common Stock equal (without giving effect to any adjustment thereof) to the number of such shares called for on the face of this Warrant minus the number of such shares designated by the Holder upon such exercise as provided in Section 1.1. In lieu of physical delivery of the shares being issued upon exercise, provided that the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (FAST) program, upon request of the Holder and in compliance with the provisions hereof, the Pledgors will deliver Company shall use its reasonable efforts to cause its transfer agent to electronically transmit the shares being issued to the Pledgee all certificates or other writings representing or evidencing Holder by crediting the Additional Initial Shares, either in suitable form account of the Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system. The time period for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory delivery described herein shall apply to the Pledgee. Upon delivery of the Additional Initial Shares in accordance with the requirements of the immediately preceding sentence, the Pledgee will return to the Pledgors the Initial Release Shares, so long as, at the time of such delivery of the Additional Initial Shares, the product of (i) the sum of the number of Initial Pledged Shares and the number of Additional Initial Shares, less the number of Initial Release Shares, and (ii) the Market Price as of such date, is equal to or in excess of $13,000,000electronic transmittals described herein. (c) Within 10 business days after the date of a demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Pledgee all certificates or other writings representing or evidencing such Demanded Shares, either in suitable form for transfer by delivery, or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee.