Common use of Execution and Delivery of Warrant Certificates Clause in Contracts

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] Common Shares may be executed, on or after the date of this Agreement, by Newco and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 or Article VI hereof. The Warrant Certificates shall be executed on behalf of Newco by its Chairman of the Board, Chief Executive Officer or President or by a Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newco.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants 460,800 Warrants, each Warrant to purchase initially an aggregate of up to [__________] 0.21785 Common Shares Shares, may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company signed by its Chairman of the Board, Vice Chairman of the Board, President, Chief Operating Officer, Chief Financial Officer or Chief Executive Officer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 Article VI or Article VI VIII hereof. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Vice Chairman of the Board, President, Chief Operating Officer, Chief Financial Officer or Chief Executive Officer or President or by a Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer or director of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] 1,496,512 shares of Common Shares Stock may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates to the Company or upon the written order and at the direction of Newco the Company to the purchasers thereof on Persons entitled to receive such Warrants pursuant to the date of issuancePlan. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 2.2 or by Section 2.4Sections 3.4, Section 3.3, Section 3.4 5 or Article VI hereof9.4. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, President or by a Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be manually countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person Person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] 201,048 shares of Common Shares Stock may be executed, on or after the date of this Agreement, by Newco Holdings and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates Certificates, at the expense of Holdings, upon the written order and at the direction of Newco Holdings to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 or Article VI V hereof. The Warrant Certificates shall be executed on behalf of Newco Holdings by its Chairman of the Board, Chief Executive Officer or President or by a Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco Holdings whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such an officer of Newco Holdings before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of NewcoHoldings.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants 85,000 Warrants, each Warrant to purchase initially an aggregate of up to [__________] 7.53614 Common Shares Shares, may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company signed by a Senior Officer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 Article VI or Article VI VIII hereof. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman one or more Senior Officers of the Board, Chief Executive Officer or President or by a Vice President, Company either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer Senior Officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer Senior Officer of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer Senior Officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] 800,000 shares of Common Shares may Stock shall be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 2.02 or by Section 2.43.04, Article V or Section 3.3, Section 3.4 or Article VI hereof9.04. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the BoardChairman, Chief Executive Officer or President or by a any of its Vice PresidentPresidents, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be manually countersigned by manual or facsimile signature an authorized signatory of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer the Chairman, Chief Executive Officer, President or a Vice President of Newco the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Series 1 Warrants to purchase initially an aggregate of up to [__________] Common Shares may shall be executed, on or after executed by the date of this Agreement, by Newco Company and delivered on the Series 1 Determination Date to the Warrant Agent for countersignatureHolders of Notes on such date, and to each such Holder in the Warrant Agent shall thereupon countersign and deliver same proportion that the principal amount then outstanding under the Notes then held by such Holder bears to the aggregate principal amount then outstanding under all Notes. If any principal amount remains owing under the Notes on any Additional Determination Date, then Warrant Certificates upon evidencing Additional Warrants as applicable on any such Additional Determination Date shall be executed by the written order Company and at delivered on the direction of Newco Additional Determination Date to the purchasers thereof Holders of Notes on such date, to each such Holder in the date of issuance. The Warrant Agent is hereby authorized same proportion that the principal amount then outstanding under the Notes then held by such Holder bears to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 or Article VI hereofthe aggregate principal amount then outstanding under all Notes. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, President or by a any of its Vice PresidentPresidents, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose manual or facsimile signature shall have has been placed upon any of the Warrant Certificates Certificate shall cease have ceased to be such officer of Newco before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates mayCertificate is issued, nevertheless, it may be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though if such person officer had not ceased to be such officer at the date of Newcoissuance.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing the Warrants which may be countersigned and delivered under this Agreement are limited to purchase initially Warrant Certificates evidencing an aggregate number of up to [__________] Common Shares may be executed3,068,182 Warrants except for Warrant Certificates countersigned and delivered upon registration of, on transfer of, or after the date of in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant this Agreement, by Newco and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 or Article VI hereof. The Warrant Certificates shall be executed executed, either by manual or facsimile signature, in the corporate name and on behalf of Newco the Company by its Chairman Chief Executive Officer, President, Chief Financial Officer, Treasurer, or any Assistant Treasurer under corporate seal reproduced thereon and attested to by the Secretary or any Assistant Secretary of the Board, Chief Executive Officer or President or by a Vice PresidentCompany, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned countersigned, either by manual or facsimile signature of signature, by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants 225,000 Warrants, each Warrant to purchase initially an aggregate of up to [__________] initially15.0874 Common Shares Shares, may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company signed by its Chief Executive Officer or other duly authorized executive officer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 Article VI or Article VI VIII hereof. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, any Vice President or by a Vice President, other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer or director of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] Common 527,696 Warrant Shares may be executed, on or after the date of this AgreementIssue Date, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco the Company to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.33.4, Section 3.4 5.3 or Article VI hereof5.4. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or President or by a any Executive Vice President or any Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned manually by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants 1,389,000 Warrants, each Warrant to purchase initially an aggregate of up to [__________] one Common Shares Share, may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company signed by its Chief Executive Officer or other duly authorized executive officer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 Article VI or Article VI VIII hereof. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, President, any Vice President or by a Vice President, other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer or director of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants 160,000 Warrants, each Warrant to purchase initially an aggregate of up to [__________] 6.71013 Common Shares Shares, may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company signed by one or more Senior Officers to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 Article VI or Article VI VIII hereof. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman one or more Senior Officers of the Board, Chief Executive Officer or President or by a Vice President, Company either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer Senior Officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer Senior Officer of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer Senior Officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] Common 527,696 Warrant Shares may be executed, on or after the date of this AgreementIssue Date, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco the Company to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.33.4, Section 3.4 5.3 or Article VI hereof5.4. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or President or by a any Executive Vice President or any Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned manually by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Company before countersignature counter-signature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] 882,000 shares of Common Shares may Stock shall be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco the Company to the purchasers thereof on the date such holders of issuanceOld Notes as so ordered and directed. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 2.02 or by Section 2.43.04, Article V or Section 3.3, Section 3.4 or Article VI hereof9.04. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the BoardChairman, Chief Executive Officer or President or by a any of its Vice PresidentPresidents, either manually or by facsimile signature printed thereonsignature. The Warrant Certificates shall be countersigned authenticated by manual or facsimile signature of an authorized signatory of the Warrant Agent and shall not be valid for any purpose unless so countersigned, and shall be dated the date of authentication by the Warrant Agent. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer the Chairman, Chief Executive Officer, President or a Vice President of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereofof the Warrant Certificates, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant ----------- ---------------------------------------------- Certificates evidencing Warrants to purchase initially an aggregate of up to [__________[ ] shares of Common Shares Stock may be executed, on or after the date of this AgreementIssue Date, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco the Company to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 3.3 or Article VI hereof5.3. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, President or by a any Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned manually by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants 200,000 Warrants, each Warrant to purchase initially an aggregate of up to [__________] 10.777 Common Shares Shares, may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the written direction of Newco the Company signed by its Chief Executive Officer or other duly authorized executive officer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 or by Section 2.4, Section 3.3, Section 3.4 Article VI or Article VI VIII hereof. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, any Vice President or by a Vice President, other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer or director of Newco the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Warrant Certificates may, nevertheless, may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person Person had not ceased to be such officer or director of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates evidencing Warrants to purchase initially an aggregate of up to [__________] Common 600,000 Warrant Shares may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco the Company to the purchasers thereof of the Units on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 2 or by Section 2.43B, Section 3.3, 5 or Section 3.4 or Article VI hereof7. The Warrant Certificates shall be executed on behalf of Newco the Company by its the Chairman of the Board, Chief Executive Officer or President or by a Vice PresidentPresident of such companies, either manually or by facsimile signature printed thereon. The Warrant Certificates Certif icates shall be countersigned either manually or by manual or facsimile fac simile signature of printed thereon by the Warrant Agent and shall not be valid for any purpose unless so countersignedcounter signed. In case any officer of Newco the Company whose signature signa ture shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Compa ny before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Warrant warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.

Execution and Delivery of Warrant Certificates. Warrant Certificates ---------------------------------------------- evidencing Warrants to purchase initially an aggregate of up to [__________] Common 1,429,000 Warrant Shares may be executed, on or after the date of this Agreement, by Newco the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Warrant Certificates upon the written order and at the direction of Newco the Company to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Warrant Certificates as required by this Section 2.3 2.2 or by Section 2.43.4, Section 3.3, Section 3.4 8 or Article VI hereof12.4. The Warrant Certificates shall be executed on behalf of Newco the Company by its Chairman of the Board, Chief Executive Officer or Officer, President or by a Vice President, either manually or by facsimile signature printed thereon. The Warrant Certificates shall be manually countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer of Newco the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of Newco the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Warrant Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer of Newcothe Company.