Common use of Exercise and Delivery of Warrants Clause in Contracts

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclear, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 2.07 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b2.08(b) hereof or (z) held through the facilities of Clearstream or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viiiii)-(ix) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viiiix) below and the Company may waive, in its sole discretion, waive any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice Notice, (B) the number of such Warrants subject to the Limit Option, (C) the number of such Warrants not subject to the Limit Option and (BD) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) if any of the Warrants covered by such Exercise Notice constitute Warrants subject to the Limit Option, the Warrant Agent shall, by 5:00 p.m., New York City time, on the applicable Valuation Date for such Warrants, (A) obtain from the Calculation Agent the Closing Index Level and the applicable Limit Option Index Level for the Scheduled Trading Day that, but for the provisions of Section 2.04 hereof, would be the Valuation Date for such Warrants, (B) determine in accordance with Section 2.04 hereof whether such Warrants will be subject to exercise after giving effect to the Limit Option and, if such Warrants will not be subject to exercise, send to the Participant that submitted such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit D hereto with respect to such Warrants and (to the extent received in the case of Warrants held through Clearstream and Euroclear), redeliver the Warrants free through the facilities of the Depository to the account of such Participant and (C) notify the Company and the Calculation Agent as to whether such Warrants will be subject to exercise; (vi) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, (A) determine the sum of (1) the number of such Warrants not subject to the Limit Option (that is, the number of Warrants determined pursuant to clause (iii)(C) above) plus (2) the number of such Warrants with respect to which the Limit Option has been elected but that, notwithstanding such election, will be subject to exercise (that is, the number of Warrants so identified pursuant to clause (v)(B) above) (all of such Warrants determined pursuant to (1) and (2), the "Exercised Warrants") and (B) notify the Company and the Calculation Agent of the total number of exercised Exercised Warrants so determined (if such number is less than an aggregate of 100 Warrantszero, the Warrant Agent shall not take the actions required by clauses (vivii) and (viiviii) below with respect to such Exercise Notice or the related Warrants); (vivii) obtain from the Calculation Agent the calculation of the Cash Settlement Amount Value of the exercised Exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (viiviii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount Value payable in respect of the exercised Exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viiiix) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 2.07 hereof), if on any applicable Valuation Date the Cash Settlement Amount Value for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “"Settlement Payment Date”"), funds in an amount sufficient to pay the aggregate Cash Settlement Amount Value of the exercised Exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount Value of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s 's records shall be conclusive evidence of such matters.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedelbank, or Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator for the Euroclear System ("Euroclear"), the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedelbank or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation DateDay, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date Day relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation DateDay, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedelbank or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedelbank or Euroclear must submit exercise instructions to Cedelbank or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedelbank and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (000) 000-0000), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Day, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation DateDay, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject in writing the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any Exercise Notice received after 1:00 P.M., New York City time, on the second scheduled Index Calculation Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered. (b) The Following receipt of a written irrevocable Exercise Notice in good form and Proper Delivery of a Warrant, the Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: : (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such the Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant Depositary Participant tendering such Warrant, as applicable; and, in either case, Warrant and if the Warrant Agent determines that the such Exercise Notice has not been duly completed or is not in proper form, or has not been so executed, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity Depositary Participant that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth included in Exhibit C hereto; B hereto and shall return the related Warrant to such Depositary Participant by redelivering such Warrant free through the facilities of the Depositary to the account of such Depositary Participant; (vii) notify the Company and the Calculation Agent by 5:00 p.m.P.M., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to New York Business Day such Exercise Notice and Proper Delivery are received (or the related Warrants); (videemed to have been received) obtain from the Calculation Agent the calculation of the Cash Settlement Amount number of Warrants in respect of which Exercise Notices, not rejected pursuant to clause (i) above, and Proper Delivery were received after 1:00 P.M., New York City time, the exercised Warrants preceding New York Business Day and at or prior to 1:00 P.M., New York City time, on such date; (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has iii) not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m.10:00 A.M., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on Business Day following the applicable Valuation Date Day obtain the Index Spot Value from the Calculation Agent; (iv) determine the Cash Settlement Amount of such Warrants; (v) advise the Company of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, Warrants and send notices notice of confirmation substantially of exercise in the form included set forth in Exhibit C B hereto to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Noticesuch Depositary Participant; and and (viiivi) promptly deliver a copy of each Exercise Notice such notice of exercise to the Company if requested by the Company in writing and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably requestrequest in writing. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 or pursuant to Section 2.03 shall be by telephone (and shall be promptly confirmed in writing) . Any notice to be given to the Calculation Agent pursuant to this Section 2.02 or telecopy. Except in pursuant to Section 2.03 shall be by facsimile transmission to the case address of Warrants subject to automatic exercise (as described the Calculation Agent set forth in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter6.03. (c) The Company shall make available to the Warrant Agent, not no later than 3:00 p.m.P.M., New York City time, on the third fourth New York Business Day following the Valuation Date Day (the “"Settlement Payment Date”"), funds in an amount sufficient to pay the such aggregate Cash Settlement Amount of the exercised WarrantsAmount. If Provided that the Company has made such adequate funds available as provided to the Warrant Agent in the preceding sentencesuch manner, the Warrant Agent will be responsible for making funds available shall make payment by check to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificaterelevant Depositary Participant, after 3:00 p.m.P.M., New York City time, but prior to the close of business, on the such Settlement Payment Date, . Any such funds to payment shall be in an the amount equal to of the aggregate Cash Settlement Amount in respect of the exercised Warrants that were delivered to for which delivery has been accepted by the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it representsAgent. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in reduce the number of Warrants represented evidenced by the Global Warrant Certificate Certificate, by the number of Warrants that were delivered to the Warrant Agent and Account for which payment has been made as provided in Section 2.02(c) hereof made, promptly after such delivery and payment. Absent manifest error. (e) Except as provided in Section 2.04, "Cash Settlement Amount" of an exercised Warrant is an amount stated in U.S. dollars that results from the Warrant Agent’s records following formula: Percentage Change X Dollar Multiplier The "Percentage Change" shall be conclusive evidence of such mattersequal the following amount: Index Spot Value -- Index Strike Value -------------------------------------- Index Strike Value The "Dollar Multiplier" equals $ 21.75.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedelbank, or Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator for the Euroclear System ("Euroclear"), the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedelbank or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation DateDay, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date Day relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation DateDay, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedelbank or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedelbank or Euroclear must submit exercise instructions to Cedelbank or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedelbank and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (000) 000-0000), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Day, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation DateDay, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any Exercise Notice received after 1:00 P.M., New York City time, on the second scheduled Index Calculation Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered. (b) The Following receipt of a written irrevocable Exercise Notice in good form and Proper Delivery of a Warrant, the Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: : (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such the Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant Depositary Participant tendering such Warrant, as applicable; and, in either case, Warrant and if the Warrant Agent determines that the such Exercise Notice has not been duly completed or is not in proper form, or has not been so executed, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity Depositary Participant that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth included in Exhibit C hereto; B hereto and shall return the related Warrant to such Depositary Participant by redelivering such Warrant free through the facilities of the Depositary to the account of such Depositary Participant; (vii) notify the Company and the Calculation Agent by 5:00 p.m.P.M., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to New York Business Day such Exercise Notice and Proper Delivery are received (or the related Warrants); (videemed to have been received) obtain from the Calculation Agent the calculation of the Cash Settlement Amount number of Warrants in respect of which Exercise Notices, not rejected pursuant to clause (i) above, and Proper Delivery were received after 1:00 P.M., New York City time, the exercised Warrants preceding New York Business Day and at or prior to 1:00 P.M., New York City time, on such date; (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has iii) not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m.10:00 A.M., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on Business Day following the applicable Valuation Date Day obtain the Index Spot Value from the Calculation Agent; (iv) determine the Cash Settlement Amount of such Warrants; (v) advise the Company of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, Warrants and send notices notice of confirmation substantially of exercise in the form included set forth in Exhibit C B hereto to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Noticesuch Depositary Participant; and and (viiivi) promptly deliver a copy of each Exercise Notice such notice of exercise to the Company if requested by the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 or pursuant to Section 2.03 shall be by telephone (and shall be promptly confirmed in writing) . Any notice to be given to the Calculation Agent pursuant to this Section 2.02 or telecopy. Except in pursuant to Section 2.03 shall be by facsimile transmission to the case address of Warrants subject to automatic exercise (as described the Calculation Agent set forth in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter6.03. (c) The Company shall make available to the Warrant Agent, not no later than 3:00 p.m.P.M., New York City time, on the third fourth New York Business Day following the Valuation Date Day (the “"Settlement Payment Date”"), funds in an amount sufficient to pay the such aggregate Cash Settlement Amount of the exercised WarrantsAmount. If Provided that the Company has made such adequate funds available as provided to the Warrant Agent in the preceding sentencesuch manner, the Warrant Agent will be responsible for making funds available shall make payment by check to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificaterelevant Depositary Participant, after 3:00 p.m.P.M., New York City time, but prior to the close of business, on the such Settlement Payment Date, . Any such funds to payment shall be in an the amount equal to of the aggregate Cash Settlement Amount in respect of the exercised Warrants that were delivered to for which delivery has been accepted by the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it representsAgent. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in reduce the number of Warrants represented evidenced by the Global Warrant Certificate Certificate, by the number of Warrants that were delivered to the Warrant Agent and Account for which payment has been made as provided in Section 2.02(c) hereof made, promptly after such delivery and payment. Absent manifest error. (e) Except as provided in Section 2.04, "Cash Settlement Amount" of an exercised Warrant is an amount stated in U.S. dollars that results from the Warrant Agent’s records shall be conclusive evidence of such matters.following formula: Percentage Change X Dollar Multiplier

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel or Euroclear, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedel or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedel or Euroclear must submit exercise instructions to Cedel or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedel and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (201) 262- 7521), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Date, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any notice of exercise received after 1:00 P.M., New York City time, on the second New York Business Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered. (b) The Following receipt of a written irrevocable notice of exercise in good form and Proper Delivery of a Warrant, the Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: : (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice the notice of exercise has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant Depository Participant tendering such Warrant, as applicable; and, in either case, Warrant and if the Warrant Agent determines that the Exercise Notice such notice has not been duly completed or is not in proper form, or has not been so executed, the Warrant Agent promptly shall (X) reject such Exercise Notice notice of exercise and shall send to the entity Depository Participant that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth included in Exhibit C hereto; B hereto and shall return the related Warrant to such Depository Participant by redelivering such Warrant free through the facilities of the Depository to the account of such Depository Participant; (vii) notify the Company and the Calculation Agent (as defined in Section 2.02(e)) by 5:00 p.m.P.M., New York City time, on the Exercise Date for New York Business Day such Warrants, notify the Company notice of exercise and the Calculation Agent Proper Delivery are received (or deemed to have been received) of the total number of exercised Warrants so determined in respect of which exercise notices, not rejected pursuant to clause (if such number is less than an aggregate of 100 Warrantsi) above, and Proper Delivery were received after 1:00 P.M., New York City time, the Warrant Agent shall preceding New York Business Day and at or prior to 1:00 P.M., New York City time, on such date; (iii) not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m.10:00 A.M., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on Business Day following the applicable Valuation Date obtain the Index Spot Price from the Calculation Agent (which shall be the Closing Index Value on such Valuation Date); (iv) determine the Cash Settlement Value of such Warrants; (v) advise the Company of the aggregate Cash Settlement Amount payable in respect Value of the exercised Warrants, Warrants and send notices notice of confirmation substantially of exercise in the form included set forth in Exhibit C B hereto to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Noticesuch Depository Participant; and and (viiivi) promptly deliver a copy of each Exercise Notice such notice of exercise to the Company if requested by the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 or pursuant to Section 2.03 shall be by telephone (and shall be promptly confirmed in writing) . Any notice to be given to the Calculation Agent pursuant to this Section 2.02 or telecopy. Except in pursuant to Section 2.03 shall be by facsimile transmission to the case address of Warrants subject to automatic exercise (as described the Calculation Agent set forth in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter6.03. (c) The Company shall make available to the Warrant Agent, not no later than 3:00 p.m.P.M., New York City time, on the third fourth New York Business Day following the Valuation Date (the “"Settlement Payment Date”"), funds in an amount sufficient to pay the such aggregate Cash Settlement Amount of the exercised WarrantsValue. If Provided that the Company has made such adequate funds available as provided to the Warrant Agent in the preceding sentencesuch manner, the Warrant Agent will be responsible for making funds available shall make payment by check to the relevant Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant CertificateParticipant, after 3:00 p.m.P.M., New York City time, but prior to the close of business, on the such Settlement Payment Date, . Any such funds to payment shall be in an the amount equal to of the aggregate Cash Settlement Amount Value in respect of the exercised Warrants that were delivered to for which delivery has been accepted by the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it representsAgent. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in reduce the number of Warrants represented evidenced by the Global Warrant Certificate Certificate, by the number of Warrants that were delivered to the Warrant Agent and Account for which payment has been made as provided in Section 2.02(c) hereof made, promptly after such delivery and payment. Absent manifest error. (e) Except as provided in Section 2.04, "Cash Settlement Value" of an exercised Warrant is an amount stated in U.S. dollars that results from the Warrant Agent’s records shall be conclusive evidence of such matters.following formula: Percentage Change X $15

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to in the event of automatic exercise (as described on the Expiration Date or the Delisting Date, or in Section 2.06 hereof)the event of an Extraordinary Event or Exercise Limitation Event is declared, (y) for which exercise is delayed or in the event of a postponement pursuant to Section 2.07(b) hereof 2.04, or (z) held through as a result of the facilities exercise of Clearstream or Eurocleara number of Warrants exceeding the limits on exercise set forth in Section 2.04, the “valuation date (the "Valuation Date") for a Warrant shall be the first Index Calculation Date (as defined herein) following the applicable Exercise Date (as defined herein). The "Exercise Date” " for a Warrant will be (i) the New York Business Day on which the Warrant Agent receives has received (i) in the case of Warrants other than those held through the facilities of Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") or the Euroclear System ("Euroclear"), either (A) for Certificated Warrants, the Warrant and Certificate representing such Warrant with the Exercise Notice duly completed and executed or (B) for Book-Entry Warrants, the Warrant with the Exercise Notice duly completed and executed, in proper form with respect either case, at or prior to 3:00 p.m., New York City time (the "Notice Date"); and if the Warrant Agent shall receive any such WarrantWarrant Certificate or Warrant or Exercise Notice after 3:00 p.m., if New York City time, on such New York Business Day, then such Warrant Certificate or Warrant shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on the New York Business Day next succeeding such dayIndex Calculation Date (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following the New York Business Day on which the Warrant Agent is deemed to have received such Warrant Certificate or Warrant together with the Exercise Notice or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In in the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received (by facsimile transmission) at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the applicable Valuation Date, or (ii) ; and if the Warrant Agent receives shall receive such Exercise Notice after 3:00 p.m., New York City time, on a Business Dayany Index Calculation Date, then the Exercise Notice shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on the next succeeding New York Business Day (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following such the New York Business Day; provided that Day on which the Warrant Agent is deemed to have received by such Exercise Notice; provided, however, that if the Warrant Agent receives the Warrant or Warrant Certificate after 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will shall be the day on which such Warrant is received or, if such day is not a New York Business Day, the following next succeeding New York Business Day. In , and the Valuation Date for such Warrant shall be the first Index Calculation Date following such Exercise Date; provided further, however, that in the case of Warrants held through the facilities of Euroclearexercises by Euroclear participants, (a) participants must also transmitEuroclear must, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by tested telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date Date, confirm (a "Euroclear Confirmation") that the Warrants will be received by the Warrant Agent by 3:00 p.m., New York City time, on such date; provided that if Date. If such telex communication Euroclear Confirmation is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) Certificate or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than after 3:00 p.m., New York City time, on the third earlier of (1) the New York Business Day following immediately preceding the Valuation Expiration Date and (2) the “Settlement Payment Date”last New York Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading on (within the meaning of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of CBOE and not accepted at the exercised Warrants. If same time for listing on another United States national securities exchange (such New York Business Day being the Company has made such funds available as provided "Delisting Date") (or, in the preceding sentence, case of Warrants held through the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt facilities of the Global Warrant CertificateCEDEL or Euroclear, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Datefirst Index Calculation Date following such dates), such funds shall be deemed not to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were have been delivered to the Warrant Agent (together with and the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records Notice shall be conclusive evidence void and of such matters.no effect; provided, however, that if the Company first receives notice of such

Exercise and Delivery of Warrants. (a) Except for Warrants (x) in the case of automatic exercise on the Expiration Date or earlier automatic exercise as provided in Section 2.3 and subject to automatic exercise (as described in Section 2.06 hereof2.2(b)(i), the exercise date (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclear, the “"Exercise Date” ") for a Warrant will shall be (i) the New York Business Day next succeeding the date on which the Warrant Agent receives has received written irrevocable notice of exercise in good form at or prior to 3:00 P.M., New York City time; and if the Warrant and Exercise Notice duly completed and in proper form with respect Agent shall receive such notice of exercise after 3:00 P.M., New York City time on such date, such notice shall be deemed to such Warrant, if have been received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation Datenext succeeding New York Business Day, or (ii) if and in such event the Exercise Date shall be the second New York Business Day succeeding the date on which the Warrant Agent receives actually received such Exercise Notice notice of exercise. Any notice of exercise received after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation fifth New York Business Day preceding the earlier to occur of (i) the Expiration Date relating to exercises of or (ii) the date on which the Warrants are delisted or permanently suspended from trading on the applicable Valuation Day. In [National Securities Exchange] (or any successor national securities exchange) and not accepted at the event that a Warrant is received after 3:00 p.m., New York City time, same time for listing on the applicable Valuation Date, then the Exercise Date for such Warrant will another national securities exchange shall be the day on which such Warrant is received or, if such day is void and of no effect and shall be deemed not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communicationhave been delivered. (b) The Following receipt of a written irrevocable notice of exercise in good form, the Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: : (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice the notice of exercise has been duly completed and is in proper form and promptly verify that the entity that executed such notice is listed as a Depository Participant in the most recent published edition of DTC's Eligible Corporate Securities Book (2or comparable publication of a successor Depository) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either caseif such entity is not listed therein, the Warrant Agent shall make reasonable efforts to obtain telephonic verification from DTC's Planning Department (telephone no. 000-0000) (or comparable department of a successor Depository) that such entity is a Depository Participant and if the Warrant Agent is unable through the above-described procedures to verify that such entity is a Depository Participant or if the Warrant Agent determines that the Exercise Notice notice of exercise has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice the notice of exercise and shall send to the entity that executed such Exercise Notice notice of exercise a notice of rejection substantially in the form set forth included in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related WarrantsB hereto; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m.P.M., New York City time, on the New York Business Day that such Exercise Notice has been notice of exercise is received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number in respect of such Warrantswhich exercise notices, if anynot rejected as described above, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has were received by 9:00 a.m.after 3:00 P.M., New York City time, on the Valuation Date relating preceding New York Business Day and at or prior to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m.3:00 P.M., New York City time, on such Valuation Date date; (iii) obtain the Spot Rate (as defined in Section 2.2(g) from the Spot Rate Reference Bank (as defined in Section 2.2(g) as of the number Exercise Date and determine the Cash Settlement Value of such the exercised Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and manner described in Section 2.2(g); (except to the extent iv) advise the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m.P.M., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount amount payable in respect of the exercised exercise of such Warrants, and of the Spot Rate and Cash Settlement Value with respect to such Warrants, and send notices notice of confirmation substantially of exercise in the form included set forth in Exhibit C B hereto to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Noticesuch Depository Participant; and and (viiiv) promptly deliver a copy of each Exercise Notice such notice of exercise to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 2.2 or Section 2.3 shall be by telephone (and shall be promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Provided that the Company shall make has made adequate funds available to the Warrant AgentAgent in a timely manner, not which shall in no event be later than 3:00 p.m.P.M., New York City time, time on the third second New York Business Day following the Valuation Date (the “"Settlement Payment Date”), funds in ") following an amount sufficient to pay the aggregate Cash Settlement Amount Exercise Date of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds its payment available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt form of the Global Warrant Certificatea treasurer's check or official bank check in New York Clearing House Funds, after 3:00 p.m.P.M., New York City time, but prior to the close of business, on the such Settlement Payment Date, such funds payment to be in an the amount equal to of the aggregate Cash Settlement Amount Value in respect of the such exercised Warrants that were delivered to for which delivery has been accepted by the Warrant Agent (together with Agent; provided, however, if such Settlement Date is a day on which banking institutions in [Foreign City] are authorized or required by law or executive order to close, such Settlement Date shall be the related Exercise Notice) as provided next succeeding New York Business Day on which banking institutions in Sections 2.01 and 2.02(a) and (b) hereof[Foreign City] are not authorized or required by law or executive order to close. The Depository will shall be responsible for disbursing crediting the Cash Settlement Value of such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds Warrants to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it representsDepository Participant. (d) The Warrant Agent shall cause its records, which may be kept electronically, electronically to be marked to reflect the reduction in reduce the number of Warrants represented evidenced by the Global Warrant Certificate Certificate, by the number of Warrants that were delivered to the Warrant Agent's Depository Participant Account (entitled "_______" No. __, or such other account of the Warrant Agent at the Depository as the Warrant Agent shall designate in writing to the Company (the "Warrant Account"), and for which payment has been made as provided in Section 2.02(c2.2(c) hereof promptly after such delivery and payment. Absent manifest error. (e) If any Depository Participant fails to deliver Warrants with respect to which it delivered an accepted notice of exercise (a "Failed Delivery") by 11:30 A.M., New York City time, on the Settlement Date therefor, the Warrant Agent (i) shall notify the Company (and, if requested by the Company in writing, a designated agent of the Company) of such Failed Delivery and the number of Warrants to which it relates by 1:00 P.M., New York City time, on such Settlement Date by telephone, promptly confirmed in writing by transmitting to the Company (by telecopy or other similar rapid communication system) a copy of the notice of exercise to which such Failed Delivery relates (the "Failed Exercise Notice"), and (ii) unless the Warrant Agent receives notice from the Company to the contrary, shall, commencing at 1:00 P.M., New York City time, on such Settlement Date until such time, if any, as such Failed Delivery is covered by the Company pursuant to Section 2.2(f), reject any attempted delivery by such Depository Participant that executed the Failed Exercise Notice (1) if the reference number assigned by the Warrant Agent to such Failed Exercise Notice is contained in the information relating to such delivery set forth on the Warrant Agent’s records 's Depository Participant terminal screen or (2) if no reference number is contained in such information unless the Warrant Agent verifies that such delivery does not relate to such Failed Exercise Notice (or any other Failed Exercise Notice), which verification the Warrant Agent may, but is not required, to undertake. Warrants with respect to which a Failed Delivery occurred that are subsequently delivered to the Warrant Account may be accepted by the Warrant Agent if delivered by 1:00 P.M., New York City time, on the Settlement Date therefor or if so directed by the Company. If Warrants with respect to which a Failed Delivery occurred are subsequently delivered (otherwise than pursuant to Section (f) in compliance with the preceding sentence, the Warrant Agent shall be conclusive evidence responsible for making its cashier's check or official bank check available to the Depository in accordance with the standard procedures of the Depository than in effect, provided that the Company has made adequate funds available to the Warrant Agent as provided in paragraph (c) of this Section. If such delivery occurs after 1:00 P.M., New York City time, on the Settlement Date for such Warrants, the Warrant Agent shall promptly notify the Company of such mattersdelivery by telephone confirmed in writing and the rights of the Warrantholder shall be governed by the Failed Exercise Notice and the Warrantholder shall be entitled, upon delivery of the Warrants to which such Failed Exercise Notice relates, to the amount otherwise payable to such Warrantholder with respect to such Warrants on such Settlement Date but for such Failed Delivery. At such times as the Warrants are evidenced by a Global Warrant Certificate, a Failed Delivery shall be deemed to occur as a result of a failure by a Depository Participant to take any action required to effectuate a transfer of the Warrants on the records of the Depository.

Exercise and Delivery of Warrants. (a) Except for Warrants The warrants will be automatically exercised on the fourth scheduled Business Day immediately preceding the Expiration Date (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclear, the “"Exercise Date” for a Warrant will be (i") or, the Business Day immediately preceding the Warrants' delisting or imposition of a permanent trading suspension on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy trading of the Exercise Notice submitted to Euroclear by 3:00 p.m.Warrants (the "Delisting Date") or if certain events in bankruptcy, New York City timeinsolvency or reorganization, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.as described herein, New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, involving the Company will be entitled, in it sole discretion, to direct occur (the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication"Early Expiration Date"). (b) The Warrant Agent shall, in On the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form date of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrantsautomatic exercise, the Warrant Agent shall not take obtain the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain Cash Settlement Amount, if any, from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m.defined below), New York City time, on the applicable Valuation Date; (vii) notify advise the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect (as defined below), if any, of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company Warrants and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably requestrequest in writing. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 or pursuant to Section 2.03 shall be by telephone (and shall promptly be confirmed in writing) or telecopy. Except in the case of Warrants subject Any notice to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred given by the Warrant Calculation Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on pursuant to this Section 2.02 or pursuant to Section 2.03 shall be by facsimile transmission to the records address of the Depository (to the extent received Warrant Agent set forth in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafterSection 6.03. (c) The Company shall make available to the Warrant Agent, not no later than 3:00 p.m.P.M., New York City time, on the third Expiration Date, or if February 28, 2002 is not a Business Day, on the next succeeding Business Day following the Valuation Date (the “"Settlement Payment Date”), ") funds in an amount sufficient to pay the such aggregate Cash Settlement Amount of the exercised WarrantsAmount. If Provided that the Company has made such adequate funds available as provided to the Warrant Agent in the preceding sentencesuch manner, the Warrant Agent will be responsible for making funds available shall make payment by check to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificaterelevant Depositary Participant, after 3:00 p.m.P.M., New York City time, but prior to the close of business, on the such Settlement Payment Date, . Any such funds to payment shall be in an the amount equal to of the aggregate Cash Settlement Amount in respect of the exercised Warrants that were delivered to for which delivery has been accepted by the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it representsAgent. (d) The Warrant Cash Settlement Amount of a warrant is an amount, if positive, equal to the greater of: (i) zero, or Spot Value - Strike Value (ii) U.S. $50 x ------------------------- Strike Value The "Spot Value" will be determined by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("MLPF&S") or any successor thereto, as the Calculation Agent (the "Calculation Agent"), and will equal: the bid rate of the U.S. Dollar per Euro in the interbank market as reported by Reuters Group PLC ("Reuters") on page FXFX at approximately 3:00 p.m. London time on the Exercise Date. The "Strike Value" equals 0.8695. However, if the USD/EUR Rate is not so quoted on the date of automatic exercise, then the Spot Value will be the exchange rate between Euro and U.S. Dollars, based upon the noon buying rate in New York for cable transfers in foreign currencies as announced by the Federal Reserve Bank of New York for customs purposes (the "Noon Buying Rate"). If the Noon Buying Rate is not announced on such date of automatic exercise, then the Spot Value will be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the Calculation Agent at approximately 3:00 p.m. London time on the relevant date for the purchase or sale by the Reference Dealers (as defined herein) of the Reference Amount (as defined herein) for settlement two Business Days later. If fewer than two Reference Dealers provide such spot quotations, then the Spot Value will be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the Calculation Agent at approximately 3:00 p.m. London time on the relevant date from three leading commercial banks in New York (selected in the sole discretion of the Calculation Agent), for the sale by such banks of the Reference Amount for settlement two Business Days later. If these spot quotations are available from fewer than three such banks, then the Calculation Agent, in its sole discretion, shall cause its records, determine which may be kept electronically, spot rate is available and reasonable to be marked used. If no such spot quotation is available, then the Spot Value will be the rate the Calculation Agent, in its sole discretion, determines to reflect be fair and reasonable under the reduction in circumstances at approximately 3:00 p.m., London time, on the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such mattersrelevant date.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.P.M., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m.P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.P.M., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m.A.M., New York City time, on the Valuation Date relating Date, the Company will be entitled to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if direct the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.to

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to in the event of automatic exercise (as described on the Expiration Date or the Delisting Date, or in Section 2.06 hereof)the event of an Extraordinary Event or Excercise Limitation Event is declared, (y) for which exercise is delayed or in the event of a postponement pursuant to Section 2.07(b) hereof 2.04, or (z) held through as a result of the facilities exercise of Clearstream or Eurocleara number of Warrants exceeding the limits on exercise set forth in Section 2.04, the “valuation date (the "Valuation Date") for a Warrant shall be the first Index Calculation Date (as defined herein) following the applicable Exercise Date (as defined herein). The "Exercise Date” " for a Warrant will be (i) the New York Business Day on which the Warrant Agent receives has received (i) in the case of Warrants other than those held through the facilities of Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") or the Euroclear System ("Euroclear"), either (A) for Certificated Warrants, the Warrant and Certificate representing such Warrant with the Exercise Notice duly completed and executed or (B) for Book-Entry Warrants, the Warrant with the Exercise Notice duly completed and executed, in proper form with respect either case, at or prior to 3:00 p.m., New York City time (the "Notice Date"); and if the Warrant Agent shall receive any such WarrantWarrant Certificate or Warrant or Exercise Notice after 3:00 p.m., if New York City time, on such New York Business Day, then such Warrant Certificate or Warrant shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on the New York Business Day next succeeding such dayNew York Business Day (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following the New York Business Day on which the Warrant Agent is deemed to have received such Warrant Certificate or Warrant together with the Exercise Notice or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In in the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received (by facsimile transmission) at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the applicable Valuation Date, or (ii) ; and if the Warrant Agent receives shall receive such Exercise Notice after 3:00 p.m., New York City time on any Index Calculation Date, then the Exercise Notice shall be deemed to have been received at or prior to 3:00 p.m., New York City time, on a Business Day, then the next succeeding New York Business Day (which shall be considered the Notice Date), and in such event the Valuation Date shall be the next Index Calculation Date following such the New York Business Day; provided that Day on which the Warrant Agent is deemed to have received by such Exercise Notice; provided, however, that if the Warrant Agent receives the Warrant after 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will shall be the day on which such Warrant is received or, if such day is not a New York Business Day, the following next succeeding New York Business Day. In , and the Valuation Date for such Warrant shall be the first Index Calculation Date following such Exercise Date; provided further, however, that in the case of Warrants held through the facilities of Euroclearexercises by Euroclear participants, (a) participants must also transmitEuroclear must, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “Euroclear Confirmation”) by tested telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date Date, confirm (a "Euroclear Confirmation") that the Warrants will be received by the Warrant Agent by 3:00 p.m., New York City time, on such date; provided that if Date. If such telex communication Euroclear Confirmation is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) Certificate or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than after 3:00 p.m., New York City time, on the third earlier of (1) the New York Business Day following immediately preceding the Valuation Expiration Date and (2) the “Settlement Payment Date”last New York Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading on (within the meaning of the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission thereunder), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of CBOE and not accepted at the exercised Warrants. If same time for listing on another United States national securities exchange (such New York Business Day being the Company has made such funds available as provided "Delisting Date") (or, in the preceding sentence, case of Warrants held through the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt facilities of the Global Warrant CertificateCEDEL or Euroclear, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Datefirst Index Calculation Date following such dates), such funds shall be deemed not to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were have been delivered to the Warrant Agent (together with and the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records Notice shall be conclusive evidence void and of no effect; provided, however, that if the Company first receives notice of such matters.delisting or suspension of the

Exercise and Delivery of Warrants. (a) Except for Warrants (x) in the case of automatic exercise on the Expiration Date or earlier automatic exercise as provided in Section 2.03 of this Agreement and subject to automatic exercise (as described in Section 2.06 hereof), (y2.02(b)(i) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream or Euroclearthis Agreement, the “Exercise Date” exercise date (the "EXERCISE DATE") for a Warrant will shall be (i) the New York Business Day next succeeding the date on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and has received written irrevocable notice of exercise in proper good form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time; and if the Warrant Agent shall receive such notice of exercise after 3:00 P.M., New York City time, on such daydate, such notice shall be deemed to have been received at or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after prior to 3:00 p.m.P.M., New York City time, on a the next succeeding New York Business Day, then and in such event the Exercise Date shall be the second New York Business Day following such Business Day. In succeeding the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day date on which the Warrant Agent receives actually received such notice of exercise. Any notice of exercise received after 3:00 P.M., New York City time, on the Exercise Notice duly completed fifth New York Business Day preceding the Expiration Date or, if earlier, any Delisting Date (as defined in Section 2.03(a)) shall be void and of no effect and shall be deemed not to have been delivered. (b) Following receipt of a written irrevocable notice of exercise in proper form with respect to good form, the Warrant Agent shall (1) promptly verify that the entity that executed such Warrant notice is listed as a Depository Participant in the most recent published edition of the Depository's Eligible Corporate Securities Book (or comparable publication of a successor Depository) and, if such Exercise Notice entity is not listed therein, the Warrant Agent shall make reasonable efforts to obtain telephonic verification from the Depository's Planning Department (telephone no. ________) (or comparable department of a successor Depository) that such entity is a Depository Participant, and if the Warrant Agent is unable through the above-described procedures to verify that such entity is a Depository Participant, the Warrant Agent shall reject the notice of exercise; (2) notify the Company by 5:00 P.M., New York City time, on the New York Business Day such notice of exercise is received (or deemed to have been received) of the number of Warrants in respect of which exercise notices, not rejected pursuant to clause (1) above, were received after 3:00 P.M., New York City time, the preceding New York Business Day and at or prior to 3:00 p.m.P.M., New York City time, on such daydate; provided that (3) obtain the Warrant is received by Spot Rate (as defined in Section 2.02(f)) and determine the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy Case Settlement Value of the Exercise Notice submitted to Euroclear by 3:00 p.m., New York City time, on exercised Warrants in the desired Exercise Date and manner described in Section 2.02(f); (b4) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, advise the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m.P.M., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount amount payable in respect of the exercised exercise of such Warrants, and of the Spot Rate and Case Settlement Value with respect to such Warrants, and send notices notice of confirmation substantially of exercise in the form included set forth in Exhibit C EXHIBIT B hereto to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Noticesuch Depository Participant; and and (viii5) promptly deliver a copy of each Exercise Notice such notice of exercise to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 or Section 2.03 shall be by telephone (and shall be promptly confirmed in writing) or telecopy. Except in Any notice to be given to the case of Warrants subject to automatic exercise Spot Rate Reference Bank (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.defined in

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 2.05 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b2.06(b) hereof or (z) held through the facilities of Clearstream or Euroclear, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, except for Warrants subject to automatic exercise, the “Exercise Date” for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m., New York City time, on a Business Day, then the Business Day following such Business Day; provided that the Warrant is received by 3:00 p.m., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation Day. In the event that a Warrant is received after 3:00 p.m., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following Business Day. In the case of Warrants held through the facilities of Clearstream or Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear Clearstream or Euroclear, as applicable, by 3:00 p.m., New York City time, on the desired Exercise Date and (b) Euroclear Clearstream or Euroclear, as applicable, must confirm (a “Clearstream/Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by the Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Clearstream or Euroclear for which an Exercise Notice was received, promptly telephone Euroclear Clearstream or Euroclear, as applicable, to determine whether Clearstream or Euroclear anticipates that it will be able to provide a Clearstream/Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear Clearstream or Euroclear, as applicable, has not advised the Warrant Agent that it anticipates being able to provide a Clearstream/Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Clearstream or Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Clearstream/Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Clearstream/Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Clearstream/Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Clearstream/Euroclear Confirmation) send to the Clearstream or Euroclear participant that executed such Exercise Notice for which no related Clearstream/Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants)determined; (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) 2.02 hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 2.05 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following after the Valuation Date for exercised Warrants (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised such Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream CEDEL or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.P.M., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m.P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.P.M., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.

Exercise and Delivery of Warrants. (a) Except for --------------------------------- Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream Cedel Bank, societe anonyme ("Cedel") or Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator for the Euroclear System ("Euroclear"), the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day. In the case of Warrants held through the facilities of Clearstream Cedel or Euroclear, except for Warrants subject to automatic exercise, the “"Exercise Date” " for a Warrant will shall be (i) the New York Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.1:00 P.M., New York City time, on such day; , provided that the Warrant is received by the Warrant Agent by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date, or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.1:00 P.M., New York City time, on a New York Business Day, then the first New York Business Day following such New York Business Day; , provided that the Warrant is received by 3:00 p.m.1:00 P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding New York Business Day. In the event that a the Warrant is received after 3:00 p.m.1:00 P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will Warrants shall be the first New York Business Day following the day on which such Warrant is received or, if such day is not a Business Day, the following Business DayWarrants are received. In the case of Warrants held through the facilities of Cedel or Euroclear, in order to ensure proper exercise on a given New York Business Day, participants in Cedel or Euroclear must submit exercise instructions to Cedel or Euroclear, as the case may be, by 10:00 A.M., Luxembourg time, in the case of Cedel and by 10:00 A.M., Brussels time (aby telex), or 11:00 A.M., Brussels time (by EUCLID), in the case of Euroclear. In addition, in the case of book-entry exercises by means of the Euroclear System, (i) participants must also transmit, by facsimilefacsimile (facsimile number (201) 262- 7521), to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.1:00 P.M., New York City time, on the desired Exercise Date and (bii) Euroclear must confirm (a “Euroclear Confirmation”) by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date Date, that the Warrants will be received by the Warrant Agent on such date; provided provided, that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will shall be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. Any Exercise Notice received after 1:00 P.M., New York City time, on the fourth scheduled Index Calculation Day immediately preceding the Expiration Date shall be void and of no effect and shall be deemed not to have been delivered. (b) The Following receipt of a written irrevocable Exercise Notice in good form and Proper Delivery of a Warrant, the Warrant Agent shall, in the case of Warrants other than those held through Clearstream or Euroclear, following receipt of a properly delivered Warrant in accordance with Section 2.02(a) hereof, accompanied by an Exercise Notice, and, in the case of Warrants held through Clearstream or Euroclear, following receipt of a properly delivered Exercise Notice in accordance with Section 2.02(a) hereof: : (i) promptly (1) for Warrants not held through Clearstream or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream or Euroclear, determine whether such the Exercise Notice has been duly completed and is in proper form duly executed by Clearstream or the Euroclear participant Depository Participant tendering such Warrant, as applicable; and, in either case, Warrant and if the Warrant Agent determines that the such Exercise Notice has not been duly completed or is not in proper form, or has not been so executed, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity Depository Participant that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth included in Exhibit C hereto; B hereto and shall return the related Warrant to such Depository Participant by redelivering such Warrant free through the facilities of the Depository to the account of such Depository Participant; (vii) notify the Company and the Calculation Agent by 5:00 p.m.P.M., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to New York Business Day such Exercise Notice and Proper Delivery are received (or the related Warrants); (videemed to have been received) obtain from the Calculation Agent the calculation of the Cash Settlement Amount number of Warrants in respect of which Exercise Notices, not rejected pursuant to clause (i) above, and Proper Delivery were received after 1:00 P.M., New York City time, the exercised Warrants preceding New York Business Day and at or prior to 1:00 P.M., New York City time, on such date; (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has iii) not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m.10:00 A.M., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on Business Day following the applicable Valuation Date obtain the Index Spot Price from the Calculation Agent (which shall be the Closing Index Value on such Valuation Date); (iv) determine the Cash Settlement Value of such Warrants; (v) advise the Company of the aggregate Cash Settlement Amount payable in respect Value of the exercised Warrants, Warrants and send notices notice of confirmation substantially of exercise in the form included set forth in Exhibit C B hereto to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Noticesuch Depository Participant; and and (viiivi) promptly deliver a copy of each Exercise Notice such notice of exercise to the Company if requested by the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 or pursuant to Section 2.03 shall be by telephone (and shall be promptly confirmed in writing) . Any notice to be given to the Calculation Agent pursuant to this Section 2.02 or telecopy. Except in pursuant to Section 2.03 shall be by facsimile transmission to the case address of Warrants subject to automatic exercise (as described the Calculation Agent set forth in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter6.03. (c) The Company shall make available to the Warrant Agent, not no later than 3:00 p.m.P.M., New York City time, on the third fourth New York Business Day following the Valuation Date (the “"Settlement Payment Date”"), funds in an amount sufficient to pay the such aggregate Cash Settlement Amount of the exercised WarrantsValue. If Provided that the Company has made such adequate funds available as provided to the Warrant Agent in the preceding sentencesuch manner, the Warrant Agent will be responsible for making funds available shall make payment by check to the relevant Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant CertificateParticipant, after 3:00 p.m.P.M., New York City time, but prior to the close of business, on the such Settlement Payment Date, . Any such funds to payment shall be in an the amount equal to of the aggregate Cash Settlement Amount Value in respect of the exercised Warrants that were delivered to for which delivery has been accepted by the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it representsAgent. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in reduce the number of Warrants represented evidenced by the Global Warrant Certificate Certificate, by the number of Warrants that were delivered to the Warrant Agent and Account for which payment has been made as provided in Section 2.02(c) hereof made, promptly after such delivery and payment. Absent manifest error. (e) Except as provided in Section 2.04, "Cash Settlement Value" of an exercised Warrant is an amount stated in U.S. dollars that results from the Warrant Agent’s records shall be conclusive evidence of such matters.following formula: Percentage Change X $15

Exercise and Delivery of Warrants. (a) Except for Warrants (x) subject to automatic exercise (as described in Section 2.06 hereof), (y) for which exercise is delayed pursuant to Section 2.07(b) hereof or (z) held through the facilities of Clearstream CEDEL or Euroclear, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Warrant and Exercise Notice duly completed and in proper form with respect to such Warrant, if received at or prior to 3:00 p.m.P.M., New York City time, on such day, or (ii) if the Warrant Agent receives such Warrant and Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day. In the case of Warrants held through the facilities of Clearstream CEDEL or Euroclear, except for Warrants subject to automatic exercise, and subject to the “Limit Option, the "Exercise Date” " for a Warrant will be (i) the Business Day on which the Warrant Agent receives the Exercise Notice duly completed and in proper form with respect to such Warrant if such Exercise Notice is received at or prior to 3:00 p.m.P.M., New York City time, on such day; provided that the Warrant is received by the Warrant Agent by 3:00 p.m.P.M., New York City time, on the Valuation DateDate (as defined below), or (ii) if the Warrant Agent receives such Exercise Notice after 3:00 p.m.P.M., New York City time, on a Business Day, then the Business Day following next succeeding such Business Day; provided that the Warrant is received by 3:00 p.m.P.M., New York City time, on the Valuation Date relating to exercises of Warrants on the applicable Valuation such succeeding Business Day. In the event that a Warrant is received after 3:00 p.m.P.M., New York City time, on the applicable Valuation Date, then the Exercise Date for such Warrant will be the day on which such Warrant is received or, if such day is not a Business Day, the following next succeeding Business Day. In the case of Warrants held through the facilities of Euroclear, (a) participants must also transmit, by facsimile, to the Warrant Agent a copy of the Exercise Notice submitted to Euroclear by 3:00 p.m.P.M., New York City time, on the desired Exercise Date and (b) Euroclear must confirm (a “"Euroclear Confirmation”") by telex to the Warrant Agent by 9:00 a.m.A.M., New York City time, on the applicable Valuation Date that the Warrants will be received by the Warrant Agent on such date; provided that if such telex communication is received after 9:00 a.m.A.M., New York City time, on the applicable Valuation Date, the Company will be entitled, in it sole discretion, entitled to direct the Warrant Agent to reject the related Exercise Notice or waive the requirement for timely delivery of such telex communication. The "Valuation Date" for a Warrant will be the first Business Day following the Exercise Date, subject to postponement as a result of the exercise of a number of Warrants exceeding the limits on exercise described in Section 2.09 or pursuant to Section 2.06. (b) The Warrant Agent shall, in the case of Warrants other than those held through Clearstream CEDEL or Euroclear, following receipt of proper delivery of a properly delivered Warrant in accordance with Section 2.02(a) hereof), accompanied by an a completed Exercise Notice, and, in the case of Warrants held through Clearstream CEDEL or Euroclear, following receipt of proper delivery of a properly delivered completed Exercise Notice in accordance with Section 2.02(a) hereof:): (i) promptly (1) for Warrants not held through Clearstream CEDEL or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form and (2) for Warrants held through Clearstream CEDEL or Euroclear, determine whether such Exercise Notice has been duly completed and is in proper form duly executed by Clearstream CEDEL or the Euroclear participant tendering such Warrant, as applicable; and, in either case, if the Warrant Agent determines that the Exercise Notice has not been duly completed or is not in proper form, the Warrant Agent promptly shall (X) reject such Exercise Notice and shall send to the entity that executed such Exercise Notice a notice of rejection substantially in the form set forth in Exhibit C hereto and shall redeliver such Warrants (to the extent received in the case of Warrants held through Clearstream or Euroclear) free through the facilities of the Depository to the account from which they were transferred to the Warrant Agent and (Y) shall not take the actions required by clauses (ii)-(viii) below with respect to such Exercise Notice or the related Warrants; provided, however, that the Warrant Agent shall deliver a copy of the Exercise Notice relating to such Warrants to the Company as required by clause (viii) below and the Company may waive, in its sole discretion, any defect in the form of such Exercise Notice; (ii) with respect to each Warrant held through Euroclear for which an Exercise Notice was received, promptly telephone Euroclear to determine whether Euroclear anticipates that it will be able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iii) notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the Business Day that such Exercise Notice has been received (or shall be deemed to have been received) of (A) the total number of Warrants covered by such Exercise Notice and (B) the number of such Warrants, if any, as to which Euroclear has not advised the Warrant Agent that it anticipates being able to provide a Euroclear Confirmation as required by Section 2.02(a) hereof; (iv) with respect to Warrants held through Euroclear, determine whether the Warrant Agent has received by 9:00 a.m., New York City time, on the Valuation Date relating to such Warrants, Euroclear Confirmations with respect to such Warrants as required by Section 2.02(a) hereof, and if the Warrant Agent has not received any such Euroclear Confirmation by such time, notify the Company and the Calculation Agent (and such other parties (not to exceed two) as the Company shall designate in writing) by 10:00 a.m., New York City time, on such Valuation Date of the number of such Warrants in respect of which the Warrant Agent has not received such Euroclear Confirmations and (except to the extent the Company has notified the Warrant Agent that it has waived the requirement of timely delivery of such Euroclear Confirmation) send to the Euroclear participant that executed such Exercise Notice for which no related Euroclear Confirmation was received (at the address specified in such notice) a notice of rejection substantially in the form set forth in Exhibit C hereto; (v) by 5:00 p.m., New York City time, on the Exercise Date for such Warrants, notify the Company and the Calculation Agent of the total number of exercised Warrants so determined (if such number is less than an aggregate of 100 Warrants, the Warrant Agent shall not take the actions required by clauses (vi) and (vii) below with respect to such Exercise Notice or the related Warrants); (vi) obtain from the Calculation Agent the calculation of the Cash Settlement Amount of the exercised Warrants (excluding any Warrants held through Clearstream or Euroclear as to which timely delivery of the related Warrant has not been made) as of their Valuation Date in the manner set forth in Section 2.02(c) hereof by no later than 5:00 p.m., New York City time, on the applicable Valuation Date; (vii) notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) by 5:00 p.m., New York City time, on the applicable Valuation Date of the aggregate Cash Settlement Amount payable in respect of the exercised Warrants, and send notices of confirmation substantially in the form included in Exhibit C to the appropriate Participant specifying therein the reference number assigned by the Warrant Agent to each accepted Exercise Notice; and (viii) promptly deliver a copy of each Exercise Notice to the Company and advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. Any notice to be given to the Company by the Warrant Agent pursuant to this Section 2.02 shall be by telephone (promptly confirmed in writing) or telecopy. Except in the case of Warrants subject to automatic exercise (as described in Section 2.06 hereof), if on any applicable Valuation Date the Cash Settlement Amount for any Warrants then exercised would be zero, then the attempted exercise of such Warrants shall be void and of no effect and such Warrants shall be transferred by the Warrant Agent back to the Participant (including Clearstream and Euroclear) that submitted them free to the Warrant Agent on the records of the Depository (to the extent received in the case of Warrants held through Clearstream or Euroclear) and, in any such case, the Warrants in question shall remain outstanding and exercisable thereafter. (c) The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the third Business Day following the Valuation Date (the “Settlement Payment Date”), funds in an amount sufficient to pay the aggregate Cash Settlement Amount of the exercised Warrants. If the Company has made such funds available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to the Depository in accordance with procedures agreed upon between the Depository and the Warrant Agent, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Settlement Payment Date, such funds to be in an amount equal to the aggregate Cash Settlement Amount of the Warrants that were delivered to the Warrant Agent (together with the related Exercise Notice) as provided in Sections 2.01 and 2.02(a) and (b) hereof. The Depository will be responsible for disbursing such funds to each appropriate Participant, and such Participant will be responsible for disbursing such funds to the Warrantholders it represents and to each brokerage firm for which it acts as agent. Each such brokerage firm will be responsible for disbursing funds to the Warrantholders it represents. (d) The Warrant Agent shall cause its records, which may be kept electronically, to be marked to reflect the reduction in the number of Warrants represented by the Global Warrant Certificate by the number of Warrants that were delivered to the Warrant Agent and for which payment has been made as provided in Section 2.02(c) hereof promptly after such delivery and payment. Absent manifest error, the Warrant Agent’s records shall be conclusive evidence of such matters.such