Common use of Exercise, Exercise Price, Settlement and Delivery Clause in Contracts

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on or after the date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 fully paid and non-assessable Shares per each Warrant such holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Share purchased and any other amounts required to be paid pursuant to Section 4.01 hereof. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on or after the later of May 20, 1998, or such date hereof on which the Company has reserved or has available a sufficient number of shares of its Common Stock to permit exercise of all outstanding Warrants (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 327 fully paid and non-assessable Shares per each Warrant such holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 0.2063 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Share purchased and any other amounts required to be paid pursuant to Section 4.01 hereof. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants a Warrant shall have the right to purchase from the Company on or after the date hereof (the "Exercisability Date") and on or prior to the close of business on the Expiration Date 0.07267 the number of fully paid paid, registered and non-assessable Shares per each Warrant such holder ownsshares of Common Stock specified in Section 1.01, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 0.01 for each Share share purchased (the “Exercise Price”) but only to the extent such Warrant is then exercisable on the date of such exercise. The number of Shares for which a particular Warrant may be exercised (the “Exercise Rate”) shall be subject to adjustment from time to time as set forth in accordance with Article V hereof hereof. The Warrants shall become exercisable as follows: (i) If on any of the following dates (a “Test Date”), the Company’s Leverage Ratio is greater than the ratio set opposite such date, then from and after the Report Date in respect of any such date, each Warrant shall become exercisable for an additional 20% of the shares of Common Stock otherwise issuable (regardless of the extent to which such Warrant is then exercisable or has previously been exercised) upon full exercise thereof (the "Exercise Price"“Fully Exercised Shares”): June 30, 2002 5.75 September 30, 2002 5.50 December 31, 2002 5.25 March 31, 2003 5.00 June 30, 2003 4.75 ; provided that the additional percentage of Fully Exercised Shares in respect of which such Warrant shall become exercisable pursuant to this Section 2.02(a)(i) shall be reduced by the additional percentage of Fully Exercised Shares in respect of which such Warrant has become exercisable (prior to the date on which such Warrant became exercisable for such additional percentage pursuant to this Section 2.02(a)(i). ) pursuant to Section 2.02(a)(ii); provided further that if there has been no Report Date in respect of any Test Date within 60 days (90 days in the case of December 31, 2002) after such date, then, subject to the immediately preceding proviso, such Warrants shall become exercisable as of such sixtieth (or ninetieth, as the case may be) day, for an additional 20% of the Fully Exercised Shares (as if the Company’s Lever age Ratio was in fact greater then the ratio set opposite such date). Concurrently with the Company’s delivery to the Agent and each of the Lenders (each as defined in the Credit Agreement) of a certificate of a Responsible Officer (as defined in the Credit Agreement) pursuant to Section 5.2(b) of the Credit Agreement in respect of any computation described in Section 5.2(b) of the Credit Agreement as of a Test Date, the Company shall deliver to each Purchaser: (x) a copy of such certificate (which copy shall be addressed to each Purchaser), (y) an additional certificate addressed to each Purchaser including in reasonable detail the calculation of the Company’s Leverage Ratio as of such Test Date and (z) the financial statements referred to in Section 5.1 (a) and (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying Credit Agreement in full the Exercise Price for each such Share purchased and any other amounts required to be paid pursuant to Section 4.01 hereof. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as respect of such Exercise Date. If any items referred to in the first sentence of paragraphs date (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoingincluding, in the case of financial statements described in Sections 5.1(a), the certificate of the Company’s independent certified public accountants described in Section 5.2(a) of the Credit Agreement). (ii) If a Sales Transaction occurs before June 30, 2003, then each Warrant shall become exercisable for an additional percentage of the Fully Exercised Shares in respect thereof such that the product of (i) the per share cash consideration paid to the holders of Common Stock in such transaction and (ii) the number of shares of Common Stock in respect of which each Warrant is then exercisable (including pursuant to Section 2.02(a)(ii) and disregarding any prior exercise of Warrants on such Warrant for these purposes) plus one share (subject to adjustment in the Expiration Date (as defined event of any subdivision, combination or recapitalization in Section 2.01), if all respect of the items referred Common Stock) shall result in an IRR of 20%.. The sum of the percentage of the Fully Exercised Shares in respect of which each Warrant shall become exercisable pursuant to in the first sentence of paragraphs (bSections 2.02(a)(i) and (cii) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Dateshall not exceed 100%.

Exercise, Exercise Price, Settlement and Delivery. Separation of Warrants. ---------------------- (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on or after the date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 fully paid and non-assessable Shares per each Warrant such holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised during the period commencing on or the day after the Exercisability date of the Warrant Agreement and ending at 5:00 p.m., New York City time, on the Expiration Date by (i) surrendering surrendering, at any office or agency maintained for that purpose by the Company pursuant to Section 8 (each a "Warrant Agent Office Exercise Office"), the Warrant Certificate evidencing such Warrants ----------------------- with the exercise form of election appended to purchase Shares set forth on the reverse side of the Warrant Certificate (the "Election to ExerciseExercise Form") ------------- duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an eligible guarantor institution, (ii) sending copies of such Exercise Form via facsimile to the Company, attention General Counsel ((000) 000-0000) and Xxxxxx & Xxxxxxx, attention Xxxx Xxxxxxx ((000) 000-0000), (iii) paying in full the Exercise Price for each such Share purchased Warrant exercised and any other amounts required to be paid pursuant to Section 4.01 10(b) hereof, (iv) in the event of the exercise of a Warrant that has been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, furnishing to the Company and the Warrant Agent a signed letter containing certain representations and agreements relating to the restrictions on transfer set forth in Exhibit B hereto and an opinion of counsel --------- if the Company so requests, (v) providing such additional documentation or certifications as the Company and/or the Warrant Agent may reasonably request, and (vi) surrendering to such Warrant Exercise Office the certificates representing such Five-Year Terminable Warrants with which such Warrants comprise Units. (cb) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, be delivered to the office or agency where the Warrant Certificate is being surrendered. In accordance with Section 10(e) hereof, if any holder exercises less than all of the Warrants evidenced by a Warrant Certificate, a new Warrant Certificate will be issued to such holders for the remaining number of Warrants, which Warrant Certificate shall bear the Unit Legend contained in Section 6(e) hereof. No payment or adjustment shall be made on account of any dividends on the Shares shares of Common Stock issued upon exercise of a Warrant. (dc) Upon such surrender of a Warrant Certificate and Certificate, payment and collection of the Exercise Price at any Warrant Agent Exercise Office (other than any the Corporate Office), delivery of the letter and opinion of counsel referenced in Section 10(a), if required, and delivery of such additional documentation or certifications as the Company and/or the Warrant Agent Office that also is an office of the Warrant Agent)may reasonably request, such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the ------------- applicable items referred to in the first sentence of paragraphs (ba) and (cb) of this Section 2.02 10 are received by the Warrant Agent Agent, the Company and Xxxxxx & Xxxxxxx, at or prior to 2:00 p.m.11:00 a.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of such paragraphs (ba) and (cb) are received after 2:00 p.m.11:00 a.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01)or the Termination Date, if applicable, if all of the items referred to in the first sentence of paragraphs (ba) and (cb) are received by the Warrant Agent Agent, the Company and Xxxxxx & Xxxxxxx, as applicable, at or prior to 5:00 p.m., New York City time, on such Expiration Date or Termination Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date or Termination Date, if applicable. For purposes of determining satisfaction of the requirement set forth above with respect to the Exercise Date for any Warrant, any facsimile required to be sent shall be deemed to have been received on a given day if such facsimile was sent before 11:00 a.m., New York City time, on such date (or 5:00 p.m., New York City time, if such date is the Expiration Date or the Termination Date), to the number listed above (unless a different number is specified in a notice filed with the Warrant Agent and mailed by the Warrant Agent at the Company's expense to each holder of Warrants at such holder's address appearing on the Warrant register) and confirmation of the transmission of such facsimile is obtained.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase at any time from the Company on or and after the Trigger Event Date (the date hereof (of such occurrence, the "Exercisability Date") and on or prior to 5:00 p.m., New York City time, on the Expiration Date 0.07267 a holder of Class B Warrants shall have the right to exercise each Class B Warrant for one (1) fully paid paid, registered and non-assessable Shares per each Class B Warrant such holder ownsShare, subject to adjustment in accordance with Article V VI hereof, . The number and kind of Class B Warrant Shares for which a Class B Warrant may be exercised and the price at the initial purchase price which Class B Warrant Shares may be purchased upon exercise of $1.00 for each Share purchased a Class B Warrant shall be subject to adjustment from time to time as set forth in accordance with Article V VI hereof (the "Exercise Price"). The initial Exercise Price for each Class B Warrant Share shall be $.10 per Class B Warrant Share, subject to adjustment in accordance with Article VI hereof. (b) Class B Warrants may be exercised on or after the Exercisability Date by (i) surrendering sur- rendering at any office or agency maintained for that purpose by the Company pursuant to Section 2.09 (each a "Warrant Agent Office Exercise Office") the Class B Warrant Certificate evidencing such Class B Warrants with the form of election to purchase Shares exercise set forth on the reverse side of the Class B Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying . Each Class B Warrant may be exercised only in full the Exercise Price for each such Share purchased and any other amounts required to be paid pursuant to Section 4.01 hereofwhole. (c) Simultaneously A Class B Warrant may be exercised solely by the surrender of the Class B Warrant, with the exercise payment of each Warrantany Exercise Price, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable for up to the order number of the Company, delivered to the office or agency where the Class B Warrant Certificate Shares for which such Class B Warrant is being surrendered. exercisable. (d) No payment or adjustment shall be made on account of any cash dividends on the Class B Warrant Shares issued upon exercise of a WarrantClass B Warrant payable to a holder of record of Common Stock on a date prior to the Exercise Date. (de) Upon such surrender of a Class B Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Exercise Office (other than any Warrant Agent Exercise Office that also is an office of the Warrant Agent), such Class B Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Class B Warrant shall be the date when all of the items referred to in the first sentence of paragraphs paragraph (b) and (c) of this Section 2.02 3.02 are received by the Warrant Agent at or prior to 2:00 p.m.11:00 a.m., New York City time, on a Business Day Day, and the exercise of the Class B Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs paragraph (b) and (c) are received after 2:00 p.m.11:00 a.m., New York City time, on a Business Day, the exercise of the Class B Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise exer- cise of Class B Warrants on the Expiration Date (as defined in Section 2.01)Date, if all of the items referred to in the first sentence of paragraphs paragraph (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Class B Warrants to which such items relate will be effective on the Expiration Date.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of Warrants each Holder shall have the right to purchase from the Company Company, on or after the date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 Date, 98 fully paid and non-assessable Warrant Shares per each Warrant such holder Holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 0.01 for each Warrant Share purchased purchased, subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant Share purchased and any other amounts required to be paid pursuant to Section 4.01 4.1 hereof. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered, or by wire transfer of such amount in immediately available funds to such account as the Warrant Agent may specify; or (ii) by delivery of Warrant Certificates pursuant to Section 2.2(d). No payment or adjustment Warrant Agent shall not be made on account required to forward any payments to the Company until clearance of any dividends on the Shares issued upon exercise of a Warrantsuch checks. (d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warrant Certificate and payment shall be promptly delivered Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 2.2, a number of Warrant Shares in respect of the exercises of such Warrants equal to the product of: (A) the number of Warrant Agent. The "Exercise Date" for Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City time, on a Business Day and issuable upon the exercise of such portion) multiplied by (B) the Warrants will be effective as of such Exercise Date. If any items referred to in quotient of: (i) the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.difference of:

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of Warrants each Holder shall have the right to purchase from the Company Company, on or after the date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 Date, 9.4724 fully paid and non-assessable Warrant Shares per each Warrant such holder Holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 0.01 for each Warrant Share purchased purchased, subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant Share purchased and any other amounts required to be paid pursuant to Section 4.01 4.1 hereof. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, delivered to the office or agency where the Warrant Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any dividends on the Shares issued upon exercise of a WarrantWarrant Certificates pursuant to Section 2.2(d). (d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection of to satisfy its obligation to pay the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office in respect thereof by virtue of the Warrant Agentprovisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warrant Certificate and payment shall be promptly delivered Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 2.2(c), a number of Warrant Shares in respect of the exercises of such Warrants equal to the PRODUCT of: (A) the number of Warrant Agent. The "Exercise Date" for Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 Certificates are received by the Warrant Agent at or prior to 2:00 p.m.being exercised, New York City time, on a Business Day and issuable upon the exercise of such portion) MULTIPLIED by (B) the Warrants will be effective as of such Exercise Date. If any items referred to in QUOTIENT of: (i) the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.DIFFERENCE of:

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants a Warrant shall have the right to purchase from the Company Company, on or after the earlier of (i) the first anniversary of the Effective Date and (ii) the date hereof that a registration statement under the Act registering the issuance of Shares upon exercise of the Warrants and the resale of the Warrants and the Shares becomes effective (the "“Exercisability Date"”) and on or prior to the Expiration Date 0.07267 Date, one fully paid and non-assessable Shares per Share at the purchase price of $4.31 for each Share purchased upon the exercise of the Warrant such holder owns(the “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.11 (each a “Warrant Agent Office Exercise Office”) the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "“Election to Exercise"”) duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Share purchased Warrant exercised and any other amounts required to be paid pursuant to Section 4.01 1.08(j) hereof. Each Warrant may be exercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Exercise Office (other than any Warrant Agent Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "“Exercise Date" ” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If any of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent after 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void, the Warrant shall become void, and all rights of the holder under the Warrant Certificate evidencing such Warrant and under this Agreement shall cease. (e) Upon the exercise of a Warrant in accordance with the terms hereof, the receipt of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall: (i) cause an amount equal to the Exercise Price to be paid to the Company by crediting the same to the account designated by the Company in writing to the Warrant Agent for that purpose; (ii) advise the Company immediately by telephone of the amount so deposited to the Company’s account and promptly confirm such telephonic advice in writing and (iii) as soon as practicable, advise the Company in writing of the number of Warrants exercised in accordance with the terms and conditions of this Agreement and such Warrant Certificate, the instructions of the exercising holder of the Warrant Certificate with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request. (f) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to, or upon the written order of, the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to, or upon the written order of, the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company’s written instruction, evidencing the number of Warrants, if any, remaining unexercised, unless such Warrants shall have expired. (g) In the event that at the time an Election to Exercise is delivered to the Warrant Agent a registration statement covering the issuance of the Shares upon exercise of the Warrants and the resale of the Warrants and the Shares is not in effect, qualifications and/or registrations under applicable state securities laws are not in effect for the issuance of the Shares upon exercise of the Warrants and the resale of the Warrants and the Shares, and the issuance of the Shares upon exercise of the Warrants and the resale of the Warrants and the Shares are not exempt from the registration requirements of the Act and such applicable state registration and qualification requirements, then the Company shall, if requested by the Warrant holder giving the Election to Exercise, exchange the Warrants being exercised for a number of shares of Common Stock equal to the whole number nearest to (a) the number of shares of Common Stock issuable upon exercises of such Warrants minus (b) the number of shares of Common Stock equal to the quotient obtained by dividing (i) the product obtained by multiplying (A) the Exercise Price by (B) the number of shares of Common Stock issuable upon exercises of such Warrants by (ii) the Current Market Value (as defined in Section 5.01(c)). It is intended and acknowledged that, subject to applicable law, the Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the holder, and the holding period for the Shares required by Rule 144 under the Act shall be deemed to have been commenced, on the Original Issue Date.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, (i) a holder of Warrants shall have the right to purchase from the Company on or after the date hereof Effective Date (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 10.2377 fully paid paid, registered and non-assessable Shares per each Warrant such holder ownsShares, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 .102377 for each Share purchased subject to adjustment in accordance with Article V hereof Warrant exercised (the "Exercise Price"). (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Agent Office Exercise Office") the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Share purchased Warrant exercised and any other amounts required to be paid pursuant to Section 4.01 1.08(j) hereof. Each Warrant may be exercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Exercise Office (other than any Warrant Agent Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.sentence

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase at any time from the Company on or and after the Trigger Event Date (the date hereof (of such occurrence, the "Exercisability Date") and on or prior to 5:00 p.m., New York City time, on the Expiration Date 0.07267 a holder of Class C Warrants shall have the right to exercise each Class C Warrant for one (1) fully paid paid, registered and non-assessable Shares per each Class C Warrant such holder ownsShare, subject to adjustment in accordance with Article V VI hereof, . The number and kind of Class C Warrant Shares for which a Class C Warrant may be exercised and the price at the initial purchase price which Class C Warrant Shares may be purchased upon exercise of $1.00 for each Share purchased a Class C Warrant shall be subject to adjustment from time to time as set forth in accordance with Article V VI hereof (the "Exercise Price"). The initial Exercise Price for each Class C Warrant Share shall be $1.00 per Class C Warrant Share, subject to adjustment in accordance with Article VI hereof. (b) Class C Warrants may be exercised on or after the Exercisability Date by (i) surrendering sur- rendering at any office or agency maintained for that purpose by the Company pursuant to Section 2.09 (each a "Warrant Agent Office Exercise Office") the Class C Warrant Certificate evidencing such Class C Warrants with the form of election to purchase Shares exercise set forth on the reverse side of the Class C Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying . Each Class C Warrant may be exercised only in full the Exercise Price for each such Share purchased and any other amounts required to be paid pursuant to Section 4.01 hereofwhole. (c) Simultaneously A Class C Warrant may be exercised solely by the surrender of the Class C Warrant, with the exercise payment of each Warrantany Exercise Price, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable for up to the order number of the Company, delivered to the office or agency where the Class C Warrant Certificate Shares for which such Class C Warrant is being surrendered. exercisable. (d) No payment or adjustment shall be made on account of any cash dividends on the Class C Warrant Shares issued upon exercise of a WarrantClass C Warrant payable to a holder of record of Common Stock on a date prior to the Exercise Date. (de) Upon such surrender of a Class C Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Exercise Office (other than any Warrant Agent Exercise Office that also is an office of the Warrant Agent), such Class C Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Class C Warrant shall be the date when all of the items referred to in the first sentence of paragraphs paragraph (b) and (c) of this Section 2.02 3.02 are received by the Warrant Agent at or prior to 2:00 p.m.11:00 a.m., New York City time, on a Business Day Day, and the exercise of the Class C Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs paragraph (b) and (c) are received after 2:00 p.m.11:00 a.m., New York City time, on a Business Day, the exercise of the Class C Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise exer- cise of Class C Warrants on the Expiration Date (as defined in Section 2.01)Date, if all of the items referred to in the first sentence of paragraphs paragraph (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Class C Warrants to which such items relate will be effective on the Expiration Date.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants each Warrant shall have the right to purchase from the Company on or after the date hereof specified in Part C of the Amended and Restated Letter Agreement (the "“Exercisability Date"”) and on or prior to the Expiration Date 0.07267 one fully paid paid, registered and non-assessable Shares per Share, at the purchase prices specified in Part C of the Amended and Restated Letter Agreement for each Warrant share purchased upon the exercise of the Warrants (each such holder ownsprice, an “Exercise Price”), in each case subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 for each Share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office the Warrant Certificate evidencing such principal office of the Company Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "“Election to Exercise"”) duly completed and signed by the registered holder or holders thereof Warrantholder or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Share purchased and any other amounts required to Warrant exercised. Each Warrant may be paid pursuant to Section 4.01 hereofexercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company, be delivered to the office or agency where the Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "“Exercise Date" ” for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent Company at or prior to 2:00 p.m., New York City City, New York time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City City, New York time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent Company at or prior to 5:00 p.m., New York City, New York time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date. If all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Company after 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will not be effective and shall be void. (e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue or cause to be issued to or upon the written order of the Warrantholder, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Election to Exercise, as set forth on the Expiration reverse of the Warrant Certificate. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the Warrantholder, a new Warrant Certificate evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Warrant Agreement, a holder of Warrants each Holder shall have the right to purchase from the Company Company, on or after the date hereof (the "Exercisability Date") and on or prior to the Expiration Date 0.07267 Date, 26.8908 fully paid and non-assessable Warrant Shares per each Warrant such holder Holder owns, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 0.01 for each Warrant Share purchased purchased, subject to adjustment in accordance with Article V hereof (the "Exercise Price"). (b) Warrants may be exercised exercised, in whole or in part, on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office office the Warrant Certificate evidencing such Warrants with the form of election to purchase Warrant Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying in full the Exercise Price for each such Warrant Share purchased and any other amounts required to be paid pursuant to Section 4.01 4.1 hereof. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made (i) in cash or by certified or official bank check payable to the order of the Company, delivered to the office or agency where the Warrant Warfare Certificate is being surrendered. No payment ; or adjustment shall be made on account (ii) by delivery of any dividends on the Shares issued upon exercise of a WarrantWarrant Certificates pursuant to Section 2.2(d). (d) Upon In the event that any Holder of Warrant Certificates delivers such surrender of a Warrant Certificates to the Company and indicates on the Election to Exercise that such Holder intends to exercise all, or any portion of, the Warrants represented by such Warrant Certificate and payment and collection to satisfy its obligation to pay the Exercise Price in respect thereof by virtue of the provisions of this Section 2.2(d), such Holder shall become entitled to receive, instead of the number of Warfare Shares such Holder would have received had the Exercise Price been paid in cash pursuant to Section 2.2(c), a number of Warrant Shares in respect of the exercises of such Warrants equal to the product of: (A) the number of Warrant Shares issuable upon such exercise of such Warrant Certificates (or, if only a portion of such Warrant Certificates are being exercised, issuable upon the exercise of such portion) multiplied by (B) the quotient of: (i) the difference of: (X) the per share Fair Market Value of the Common Stock at the time of such exercise; minus (Y) the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all of the items referred to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as time of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.exercise; divided by

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants a Warrant shall have the right to purchase from the Company on or after the issue date hereof (the "Exercisability Date") of such Warrant and on or prior to the close of business on the Expiration Date 0.07267 12.482 fully paid paid, registered and non-assessable Shares per each nonassessable shares of Common Stock (and any other securities or property purchasable or deliverable upon exercise of such Warrant such holder ownsas provided in Article V), subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 5.50 for each Share share purchased subject to adjustment in accordance with Article V hereof (the "Exercise Price"). The number of Shares for which a particular Warrant may be exercised (the "Exercise Rate") shall be subject to adjustment from time to time as set forth in Article V hereof. (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any office or agency maintained for that purpose by the Company pursuant to Section 1.10 (each a "Warrant Agent Office Exercise Office") the Warrant Certificate evidencing such Warrants with the form of election to purchase exercise Shares set forth on the reverse side of the Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an eligible guarantor institution, and (ii) paying in full the Exercise Price for each such Share purchased and any other amounts required to Warrant exercised. Each Warrant may be paid pursuant to Section 4.01 hereofexercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the aggregate Exercise Price shall may be made in cash made, at the option of the holder, (i) by United States dollars or by certified or official bank check payable to check, (ii) by the order surrender (which surrender shall be evidenced by cancellation of the Company, delivered to the office or agency where the number of Warrants represented by any Warrant Certificate is being surrendered. No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of presented in connection with a Warrant. (dCashless Exercise) Upon such surrender of a Warrant Certificate or Warrants (represented by one or more Warrant Certificates), and without payment and collection of the Exercise Price at any in cash, for such number of Shares equal to the product of (1) the number of Shares for which such Warrant Agent Office (other than any Warrant Agent Office that also is an office exercisable with payment in cash of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "aggregate Exercise Date" for a Warrant shall be Price as of the date when all of the items referred to in the first sentence of paragraphs (b) exercise and (c2) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration Date.the

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder at any time from and after the earlier of Warrants shall have the right to purchase Trigger Event Date or the date eighteen months from the Company on or after Effective Date (the date hereof (of such occurrence, the "Exercisability Date") and on or prior to 5:00 p.m., New York City time, on the Expiration Date 0.07267 a holder of Class A Warrants shall have the right to exercise each Class A Warrant for one (1) fully paid paid, registered and non-assessable Shares per each Class A Warrant such holder ownsShare, subject to adjustment in accordance with Article V VI hereof, . The number and kind of Class A Warrant Shares for which a Class A Warrant may be exercised and the price at the initial purchase price which Class A Warrant Shares may be purchased upon exercise of $1.00 for each Share purchased a Class A Warrant shall be subject to adjustment from time to time as set forth in accordance with Article V VI hereof (the "Exercise Price"). The initial Exercise Price for each Class A Warrant Share shall be $1.00 per Class A Warrant Share, subject to adjustment in accordance with Article VI hereof. (b) Class A Warrants may be exercised on or after the Exercisability Date by (i) surrendering sur- rendering at any office or agency maintained for that purpose by the Company pursuant to Section 2.09 (each a "Warrant Agent Office Exercise Office") the Class A Warrant Certificate evidencing such Class A Warrants with the form of election to purchase Shares exercise set forth on the reverse side of the Class A Warrant Certificate (the "Election to Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and (ii) paying . Each Class A Warrant may be exercised only in full the Exercise Price for each such Share purchased and any other amounts required to be paid pursuant to Section 4.01 hereofwhole. (c) Simultaneously A Class A Warrant may be exercised solely by the surrender of the Class A Warrant, with the exercise payment of each Warrantany Exercise Price, payment in full of the Exercise Price shall be made in cash or by certified or official bank check payable for up to the order number of the Company, delivered to the office or agency where the Class A Warrant Certificate Shares for which such Class A Warrant is being surrendered. exercisable. (d) No payment or adjustment shall be made on account of any cash dividends on the Class A Warrant Shares issued upon exercise of a WarrantClass A Warrant payable to a holder of record of Common Stock on a date prior to the Exercise Date. (de) Upon such surrender of a Class A Warrant Certificate and payment and collection of the Exercise Price at any Warrant Agent Exercise Office (other than any Warrant Agent Exercise Office that also is an office of the Warrant Agent), such Class A Warrant Certificate and payment shall be promptly delivered to the Warrant Agent. The "Exercise Date" for a Class A Warrant shall be the date when all of the items referred to in the first sentence of paragraphs paragraph (b) and (c) of this Section 2.02 3.02 are received by the Warrant Agent at or prior to 2:00 p.m.11:00 a.m., New York City time, on a Business Day Day, and the exercise of the Class A Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraphs paragraph (b) and (c) are received after 2:00 p.m.11:00 a.m., New York City time, on a Business Day, the exercise of the Class A Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise exer- cise of Class A Warrants on the Expiration Date (as defined in Section 2.01)Date, if all of the items referred to in the first sentence of paragraphs paragraph (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Class A Warrants to which such items relate will be effective on the Expiration Date.

Exercise, Exercise Price, Settlement and Delivery. (a) Subject to the provisions of this Agreement, a holder of Warrants shall have the right to purchase from the Company on or after any Business Day during the date hereof (the "Exercisability Date") Exercise Period 13.671 fully paid, registered and on or prior to the Expiration Date 0.07267 fully paid and non-assessable nonassessable Shares per for each Warrant such holder ownsWarrant, subject to adjustment in accordance with Article V hereof, at the initial purchase price of $1.00 14.30 per Share (the "EXERCISE PRICE"). The number and kind of Shares for each Share purchased which a Warrant may be exercised (the "EXERCISE RATE") shall be subject to adjustment from time to time as set forth in accordance with Article V hereof (the "Exercise Price")hereof. (b) Warrants may be exercised on or after the Exercisability Date by (i) surrendering at any Warrant Agent Office maintained for that purpose by the Company pursuant to Section 1.9 the Warrant Certificate evidencing such Warrants with the form of election to purchase Shares set forth on the reverse side of the Warrant Certificate (the "Election to ExerciseELECTION TO EXERCISE") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and in the case of a transfer, such signature shall be guaranteed by an Eligible Guarantor Institution, and (ii) paying in full the Exercise Price for each such Share purchased Warrant exercised and any other amounts required to be paid pursuant to Section 4.01 4.1 hereof. Each Warrant may be exercised only in whole. (c) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be made in cash by wire transfer or by certified or official bank check payable to the order of the Company, be delivered to the office or agency Warrant Agent Office where the Warrant Certificate is being surrendered. Notwithstanding the foregoing sentence, a Warrant may also be exercised solely by the surrender of the Warrant, and without the payment of the Exercise Price in cash, for such number of Shares equal to the product of (i) the number of Shares for which such Warrant is exercisable with payment of the Exercise Price as of the date of exercise and (ii) the Cashless Exercise Ratio. For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Value per Share of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof) over the Exercise Price Per Share (as defined below) as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise (calculated as set forth in Section 5.1(n) hereof). An exercise of a Warrant in accordance with the immediately preceding sentences is herein called a "CASHLESS EXERCISE." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Shares deliverable upon a Cashless Exercise shall be equal to the number of Shares relating to the Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "EXERCISE PRICE PER SHARE" means the Exercise Price divided by the number of Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). No payment or adjustment shall be made on account of any dividends on the Shares issued upon exercise of a Warrant. (d) Upon such surrender of a Warrant Certificate and payment and collection . If, pursuant to the Securities Act, the Company is not able to effect the registration of the Exercise Price at any Warrant Agent Office (other than any Warrant Agent Office that also is an office offer and sale of the Warrant Agent), such Warrant Certificate and payment shall be promptly delivered Shares by the Company to the Warrant Agent. The "Exercise Date" for a Warrant shall be the date when all holders of the items referred Warrants upon the exercise thereof as required by Section 4.2 hereof, the holders of the Warrants agree to in the first sentence of paragraphs (b) and (c) of this Section 2.02 are received by the Warrant Agent at or prior to 2:00 p.m., New York City time, on a Business Day and effect the exercise of the Warrants will be effective as of solely pursuant to the Cashless Exercise option to the extent that such Cashless Exercise Date. If any items referred is not adverse to in the first sentence of paragraphs (b) and (c) are received after 2:00 p.m., New York City time, on a Business Day, the exercise interests of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all holders of the items referred to in the first sentence of paragraphs (b) and (c) are received by the Warrant Agent at or prior to 5:00 p.m., New York City time, on such Expiration Date, the exercise of the Warrants to which such items relate will be effective on the Expiration DateWarrants.