Common use of Method of Exercise; Payment of Exercise Price Clause in Contracts

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrant, the Holder hereof must surrender this Warrant to the Company, with the Form of Subscription duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares as to which this Warrant is submitted for exercise. Any such payment of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day funds. Upon the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant of the same tenor representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictions.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) purchasable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment All payments received upon exercise of Warrants shall be delivered to the Exercise Price pursuant Company by the Warrant Agent as instructed in writing by the Company. The Warrant Agent shall transmit the entire amount that it has received, without any deduction of any deduction of any wire, cable, service or other charges. In connection with any exercise of Warrants represented by the Regulation S Global Warrants or Offshore Certificated Warrants, the Holder thereof shall be required to clause provide written certification to the Warrant Agent that (i)(x) it is not a U.S. person and the Warrant is not being exercised on behalf of a U.S. person or (y) a written opinion of counsel to the effect that the Warrant and the Common Stock issuable upon exercise thereof have been registered under the Securities Act or are exempt from registration thereunder and (ii) above if an opinion of counsel is not being furnished, that the Holder exercising the Warrant is located outside the United States at the time of exercise thereof. If less than all the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be payable in cash or other same-day funds. Upon the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same; PROVIDED that such Holder (x) shall be responsible for the payment of any transfer taxes required as a result of any change in ownership of such Warrants and (y) must comply with Article VIII, and any other provision of this Agreement relating to transfer, with respect to any such requested registration or delivery involving such a change in ownership. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant (x) shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and (y) must comply with Article VIII, and any other provision of this Agreement relating to transfer, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to any such requested registration or delivery involving such a change in ownership. Upon the Holder. In the event of exercise of this Warranta Warrant or Warrants, the Company shall as promptly thereafteras practicable but not later than 14 Business Days after such exercise enter, or cause any transfer agent of the Common Shares to enter, the name of the person entitled to receive the Common Shares upon exercise of such Warrants into the Company's register of shareholders. Thereupon, the Company or the applicable transfer agent shall issue certificates (1bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrants otherwise agree) for the necessary number of Common Shares to which said Holder is entitled and deliver such certificate to the Warrant Agent who in turn will deliver it to the Person entitled to receive the Common Shares. A Warrant shall be deemed by the Company to be exercised immediately prior to the close of business on the date of surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares issuable upon such exercise shall receive the Common Shares such person would have been entitled to had it been the registered holder on such date, except for purposes of transferring the Common Shares or voting in book-entry form through the facilities of The Depositary Trust Company at a general shareholders' meeting, such Person shall, in its relation with the Company’s expense , be deemed to be the Holder or its designee or (2) execute and deliver to holder thereof only when such Common Shares are entered in the Holder a certificate or certificates representing the aggregate number register of Warrant Shares issuable upon such exercise registered shareholders in the name of such person; PROVIDED, HOWEVER, that, with respect to Warrants which have been exercised but for which the Holder or its designee andcorresponding Warrant Shares have not been recorded in the register of shareholders, unless otherwise specified in such notice, one certificate representing the aggregate provisions of Article IV shall continue to apply as if the number of Warrant Shares issued upon such Warrants held prior to exercise shall be so delivered. Such Warrant Shares shall be free remained outstanding on the date of restrictive legends unless (A) a registration statement covering the resale any action or event of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant type giving rise to Rule 144 an adjustment under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsArticle IV.

Method of Exercise; Payment of Exercise Price. In order to exercise this a Warrant, the Holder hereof thereof must surrender this the Warrant Certificate evidencing such Warrant to the CompanyWarrant Agent, with the Form form on the reverse of Subscription or attached to the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) any required payment in full of the Exercise Price then in effect for the Warrant Shares shares of Underlying Common Stock as to which this a Warrant Certificate is submitted for exerciseexercise (subject to Section 3.6). Any such payment of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day funds. Upon All funds received upon the surrender tender of this Warrants shall be deposited by the Warrant following one or more partial exercisesAgent for the account of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all the Warrants represented by a Warrant has expiredCertificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrant Shares, if any, with respect to which this Warrant shall Warrants that were not then have been exercised, surrendered shall promptly be issued executed and delivered to the HolderWarrant Agent by the Company. In The Warrant Agent shall promptly countersign the event new Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of exercise of this Warranta Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall promptly thereafter, (1) deliver the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or its designee other securities or property (2including any money) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by which the Holder is not then effective entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (Bincluding any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsAgent.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantany or all of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this the Warrant Certificate to the CompanyCompany for exercise, with the Form reverse side of Subscription the Warrant Certificate duly executed. With respect to , together with any required payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise Price for each share of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares as Underlying Common Stock to which this Warrant such Holder is submitted for exercise. Any entitled, each such payment of the Exercise Price pursuant to clause be made by check or wire transfer in immediately available funds to an account designated by the Company; provided that such Holder, in its sole discretion, may deduct or offset from such payment any amounts outstanding under the Notes (iito the extent such amounts are then due and payable (after giving effect to applicable grace periods) above shall be payable in cash to such Holder). If a Holder elects to deduct or other same-day funds. Upon the surrender of this Warrant following one offset from such payments all or more partial exercises, unless this Warrant has expired, a new Warrant portion of the same tenor representing principal amount outstanding under the number of Warrant SharesNote held by such Holder, if any, with respect to which this Warrant such Holder shall not then have been exercised, shall promptly be issued and delivered surrender its Note to the Company and if, following such deduction or offset, any principal amount remains outstanding to such Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver simultaneously issue to such Holder a note payable to the order of such Holder in a principal amount equal to such remaining outstanding amount with terms and provisions otherwise identical to the terms and provisions of such Holder's original Note. If a Holder elects to exercise only a portion of the Warrants represented by the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder Certificate or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise Certificates registered in the name Register in its name, then the remaining portion of such Warrants shall be registered in the Holder or its designee and, unless otherwise specified Register in such notice, one certificate representing name or names (subject to the aggregate limitation set forth in Section 7) as may be directed in writing by such Holder and shall be returned to such Holder in the form of a new Warrant Certificate for the number of Warrants that were not surrendered and with terms and provisions otherwise identical to the terms and provisions of such Holder's original Warrant Shares issued upon such exercise shall be so deliveredCertificate. Such Upon surrender of a Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictions.Certificate and

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise of the Warrants are registered under the Exchange Act, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash or other same-day fundswriting by the Company. Upon If less than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are exercised, unless this such Warrant has expired, 17 13 Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a Registration Statement relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate necessary number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise of the Warrants are registered under the Exchange Act, the Exercise Price may be paid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be delivered to the Company by the Warrant Agent as instructed in writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day funds. Upon the surrender of sufficient Warrant Certificates in connection with a cashless exercise) and, for all purposes under this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant of the same tenor representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this WarrantAgreement, the Company shall promptly thereafter, (1) deliver the Warrant Person entitled to receive any Common Shares issuable deliverable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at shall, as between such Person and the Company’s expense , be deemed to be the Holder or its designee or (2) execute of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon registered holder on such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsdate.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this Warrantany of the Tranche B Warrants, the Holder hereof thereof must surrender this the Warrant Certificate evidencing such Tranche B Warrants to the Company, Warrant Agent at its office of Shareowner Services set forth in Section 9.04 (with the Subscription Form of Subscription set forth in the Warrant Certificate duly executed. With respect to payment executed with the signature of the Exercise PriceHolder guaranteed), the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares each share of Common Stock as to which this a Tranche B Warrant is submitted for exercise. Any such payment exercised and any applicable taxes that GenTek is not required to pay pursuant to this Section 3.03, Sections 2.03(b) or 9.02 or Article V. Payment of the Exercise Price pursuant to shall be made (or deemed made, in the case of a cashless exercise in accordance with clause (ii)), by the Holder (i) above in United States currency by delivery of a certified check or bank cashier's check payable to the order of GenTek, or by wire transfer of immediately available funds to an account designated by the Warrant Agent for the benefit of GenTek or (ii) by cancellation of such number of shares of Common Stock otherwise issuable to the Holder upon such exercise as shall be payable specified in cash or other same-day funds. Upon such Subscription Form, so as to yield a number of shares of Common Stock such that the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant aggregate of the same tenor representing fair market value attributable to such cancelled shares as of the date hereof shall equal the aggregate Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, in which case such amount shall be deemed to have been paid to GenTek and the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver the Warrant Shares shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so deliveredreduced by such specified number (such form of payment being a "Cashless Exercise"). Such Upon the exercise of any Tranche B Warrant, the Warrant Shares Agent shall promptly provide written notice of such exercise to GenTek, including notice of the number of shares of Common Stock delivered upon the exercise of such Tranche A Warrant, and deliver all payments, if any, received upon exercise of such Tranche B Warrant to GenTek in such manner as GenTek shall instruct in writing. For purposes of a Cashless Exercise, fair market value shall be free of restrictive legends unless determined as follows: (Aa) if traded on a registration statement covering securities exchange, the resale fair market value shall be based upon the average of the Warrant Shares closing prices over a five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (b) if traded on the over-the-counter bulletin board, the fair market value shall be based upon the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (c) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter bulletin board, the current fair market value shall be determined by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsgood faith.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this a Warrant, the Holder hereof thereof must (i) surrender this the Warrant Certificate evidencing such Warrant to the Company, with the Form form on the reverse of Subscription or attached to the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or and (ii) payment pay in full of the Exercise Price then in effect for the Warrant Shares shares of Series F Preferred Stock as to which this a Warrant Certificate is submitted for exerciseexercise in the manner provided in Section 3.4(b). Any (b) The Holder of the applicable Warrant shall, within three (3) Business Days of the exercise of a Warrant, pay the Exercise Price in full to the Company. Such payment shall be made in cash, by bank wire transfer in immediately available funds to an account designated by the Company in advance thereof. (c) If fewer than all of the Warrants represented by a Warrant Certificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and representing the number of Warrants that were not exercised shall promptly be executed and delivered to the Person or Persons as may be directed in writing by the Holder (subject to the terms hereof), and the Company shall register the new Warrant in the name of such Person or Persons. (d) Upon surrender of a Warrant Certificate in accordance with the foregoing provisions, the Company shall promptly issue the Underlying Securities, in book-entry form, to the Holder of such Warrant Certificate, and shall, upon the request of such Holder, deliver evidence of ownership to such Holder. Upon payment of the Exercise Price pursuant to clause (ii) above therefor, such Holder shall be payable in cash or other same-day funds. Upon the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant deemed to own and have all of the same tenor representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance rights associated with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsUnderlying Securities. SECTION 3.5.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this Warrantany of the Tranche C Warrants, the Holder hereof thereof must surrender this the Warrant Certificate evidencing such Tranche C Warrants to the Company, Warrant Agent at its office of Shareowner Services set forth in Section 9.04 (with the Subscription Form of Subscription set forth in the Warrant Certificate duly executed. With respect to payment executed with the signature of the Exercise PriceHolder guaranteed), the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares each share of Common Stock as to which this a Tranche C Warrant is submitted for exercise. Any such payment exercised and any applicable taxes that GenTek is not required to pay pursuant to this Section 3.03, Sections 2.03(b) or 9.02 or Article V. Payment of the Exercise Price pursuant to shall be made (or deemed made, in the case of a cashless exercise in accordance with clause (ii)), by the Holder (i) above in United States currency by delivery of a certified check or bank cashier's check payable to the order of GenTek, or by wire transfer of immediately available funds to an account designated by the Warrant Agent for the benefit of GenTek or (ii) by cancellation of such number of shares of Common Stock otherwise issuable to the Holder upon such exercise as shall be payable specified in cash or other same-day funds. Upon such Subscription Form, so as to yield a number of shares of Common Stock such that the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant aggregate of the same tenor representing fair market value attributable to such cancelled shares as of the date hereof shall equal the aggregate Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, in which case such amount shall be deemed to have been paid to GenTek and the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver the Warrant Shares shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so deliveredreduced by such specified number (such form of payment being a "Cashless Exercise"). Such Upon the exercise of any Tranche C Warrant, the Warrant Shares Agent shall promptly provide written notice of such exercise to GenTek, including notice of the number of shares of Common Stock delivered upon the exercise of such Tranche A Warrant, and deliver all payments, if any, received upon exercise of such Tranche C Warrant to GenTek in such manner as GenTek shall instruct in writing. For purposes of a Cashless Exercise, fair market value shall be free of restrictive legends unless determined as follows: (Aa) if traded on a registration statement covering securities exchange, the resale fair market value shall be based upon the average of the Warrant Shares closing prices over a five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (b) if traded on the over-the-counter bulletin board, the fair market value shall be based upon the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (c) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter bulletin board, the current fair market value shall be determined by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsgood faith.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise of the Warrants are registered under the Exchange Act, the Exercise Price may be paid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be delivered to the Company by the Warrant Agent as instructed in writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day funds. Upon the surrender of sufficient shares in connection with a cashless exercise) and, for all purposes under this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant of the same tenor representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this WarrantAgreement, the Company shall promptly thereafter, (1) deliver the Warrant Person entitled to receive any Common Shares issuable deliverable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at shall, as between such Person and the Company’s expense , be deemed to be the Holder or its designee or (2) execute of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon registered holder on such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsdate.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each share of Preferred Stock (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or so surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Global Warrants will be exercised in accordance with the procedures of the Warrant Agent and the Depositary. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Preferred Stock or other security or property to which it is entitled as a result of such exercise, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant Shares issuable upon issuance of such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense Preferred Stock other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Preferred Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Preferred Stock shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate necessary number of Warrant Shares issuable upon such exercise registered in shares of Preferred Stock to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Preferred Stock to enter, the name of the Holder or its designee Person entitled to receive the Preferred Stock upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Shares issued Person entitled to receive any Preferred Stock deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of record of such Preferred Stock as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Preferred Stock to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In ------------ --------------------------------------------- order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this the Warrant Certificate is submitted surrendered for exercise; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or so surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Global Warrants will be exercised by accordance with the procedures of the Warrant Agent and the Depositary. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled as a result of such exercise, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, if any, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate necessary number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Class A Share issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made by wire transfer or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate are surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash or other same-day fundswriting by the Company. Upon If less than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are exercised, unless this such Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrant Shares, if any, with respect to Warrants which this Warrant were not exercised shall not then have been exercised, shall promptly be issued executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. In Upon the event of exercise of this Warrantany Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company shall to transfer promptly thereafter, (1) deliver the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Class A Shares to which it is entitled, registered or its designee otherwise placed in such name or (2) execute names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Class A Shares other than to the Holder of such Warrants. Upon the exercise of a certificate Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Class A Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates representing (bearing the aggregate legend set forth in Section 11.11 hereof, if applicable, unless a Registration Statement relating to such Class A Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Warrant Class A Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Class A Shares to enter, the name of the Holder or its designee Person entitled to receive the Class A Shares upon exercise of the Warrants into the Company's register of shareholders within 14 calendar days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Class A Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Class A Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Class A Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In ----------- --------------------------------------------- order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share or other securities (or a fraction thereof) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made by wire transfer in immediately available funds or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash or other same-day fundswriting by the Company. Upon If less than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are exercised, unless this such Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares, dated the date of such exercise, or other security or property to which it is entitled as a result of such exercise, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless the Warrant Registration Statement relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate necessary number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person is entitled.

Method of Exercise; Payment of Exercise Price. In order to --------------------------------------------- exercise this a Warrant, the a Holder hereof must surrender this the Warrant Certificate evidencing such Warrant to the Company, with one of the Form forms on the reverse of Subscription or attached to the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares share of Underlying Preferred Stock as to which this such Warrant is submitted for exercise. Any such payment of the Exercise Price pursuant to clause (ii) above shall be by certified or official bank check or checks payable in cash New York Clearing House or other samesimilar next-day fundsfunds payable to the order of the Company. Upon If fewer than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are surrendered, unless this such Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrant Shares, if any, with respect to which this Warrant Warrants that were not surrendered shall not then have been exercised, shall promptly be issued and delivered executed by the Company. Subject to the Holder. In the event of exercise of this Warranttransfer restrictions set forth in Section 8, the Company shall promptly thereafter, (1) register such new Warrant Certificate in such name or names as may be directed in writing by the Holder and deliver the new Warrant Shares issuable upon Certificate to such exercise Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in book-entry form through conformity with the facilities of The Depositary Trust foregoing provisions, the Company at the Company’s expense shall transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares (including fractions thereof) of Underlying Preferred Stock or its designee other securities or property (2including any money) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by which the Holder is not then effective entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (Bincluding any money) to the Warrant Shares are not eligible for sale pursuant Person or Persons entitled to Rule 144 under receive the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionssame.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) purchasable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank check payable to the order of the Company or by wire transfer to an account designated by the Company for such purpose. Any payment shall be made in care of the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment All payments received upon exercise of the Exercise Price pursuant to clause (ii) above Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. The Warrant Agent shall transmit the entire amount that it has received, without any deduction of any wire, cable, service or other same-day fundscharges. Upon If less than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are exercised, unless this such Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, if anyregistered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same; provided that such Holder (x) shall be responsible for the payment of any transfer taxes required as a result of any change in ownership of such Warrants and (y) must comply with Article VIII, and any other provision of this Agreement relating to transfer, with respect to which this any such requested registration or delivery involving such a change in ownership. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall not then have been exercised, shall cause the Company to transfer promptly be issued and delivered to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other securities or property to which the Holder is entitled as a result of exercise, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same, and, at the Company's option, an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant (x) shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and (y) must comply with Article VIII, and any other provision of this Agreement relating to transfer, with respect to any such requested registration or delivery involving such a change in ownership. In Upon the event of exercise of this Warranta Warrant or Warrants, the Company shall as promptly thereafteras practicable but not later than 14 Business Days after such exercise enter, or cause any transfer agent of the Common Shares to enter, the name of the person entitled to receive the Common Shares upon exercise of such Warrants into the Company's register of shareholders. Thereupon, the Company or the applicable transfer agent shall issue certificates (1bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrants otherwise agree) for the necessary number of Common Shares to which said Holder is entitled and deliver such certificate to the Warrant Agent who in turn will deliver it to the Person entitled to receive the Common Shares. A Warrant shall be deemed by the Company to be exercised immediately prior to the close of business on the date of surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares issuable upon such exercise shall receive the Common Shares such person would have been entitled to had it been the registered holder on such date, except for purposes of transferring the Common Shares or voting in book-entry form through the facilities of The Depositary Trust Company at a general shareholders' meeting, such Person shall, in its relation with the Company’s expense , be deemed to be the Holder or its designee or (2) execute and deliver to holder thereof only when such Common Shares are entered in the Holder a certificate or certificates representing the aggregate number register of Warrant Shares issuable upon such exercise registered shareholders in the name of such person; provided, however, that, with respect to Warrants which have been exercised but for which the Holder or its designee andcorresponding Common Shares have not been recorded in the register of shareholders, unless otherwise specified in such notice, one certificate representing the aggregate provisions of Article IV shall continue to apply as if the number of Warrant Shares issued upon such Warrants held prior to exercise shall be so delivered. Such Warrant Shares shall be free remained outstanding on the date of restrictive legends unless (A) a registration statement covering the resale any action or event of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant type giving rise to Rule 144 an adjustment under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsArticle IV.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office set forth in Section 12.5 hereof, with the Subscription Form of Subscription set forth in the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share or other securities or property issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted for exercise. Any exercised; such payment may be made (x) in the form of cash or by certified or official bank check payable to the Exercise Price order of Newco or (y) as permitted pursuant to clause (ii) above the proviso in Section 3.1. All payments received upon exercise of Warrants shall be payable delivered to Newco by the Warrant Agent as instructed in cash or other same-day fundswriting by Newco. Upon If less than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are exercised, unless this such Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrant Shares, if any, with respect to Warrants which this Warrant were not exercised shall not then have been exercised, shall promptly be issued executed by Newco and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. In the event of Upon exercise of this Warrantany Warrants following surrender of a Warrant Certificate in conformity with the foregoing provisions, the Company Warrant Agent shall instruct Newco to transfer promptly thereafterto or upon the written order of the Holder of such Warrant Certificate appropriate evidence of ownership of any Common Shares or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership and any other securities or property (1including money) deliver to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fractional shares as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares or other securities or property other than to the registered owner of such Warrants. Upon exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares issuable (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.11, if applicable) for the necessary number of shares to which the Holder of the Warrant or Warrants may be entitled. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes of this Agreement, the Person entitled to receive any Common Shares or other securities or property deliverable upon such exercise in book-entry form through shall, as between such Person and Newco, be deemed to be the facilities Holder of The Depositary Trust Company such Common Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any money, Common Shares or other securities or property to which he would have been entitled had he been the record holder on such date. Without limiting the foregoing, if, at the Company’s expense date referred to above, the Holder transfer books for the Common Shares or its designee or (2) execute and deliver to other securities purchasable upon the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder Warrants shall be closed, the certificates for the Common Shares or its designee andsecurities in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date Newco shall be under no duty to deliver any certificate for such Common Shares or other securities; provided further that the transfer books or records, unless otherwise specified in such noticerequired by law, shall not be closed at any one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) time for a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsperiod longer than 20 days.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantany or all of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this the Warrant Certificate to the CompanyCompany for exercise, with the Form reverse side of Subscription the Warrant Certificate duly executed. With respect to , together with any required payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise Price for each share of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares as Underlying Common Stock to which this Warrant such Holder is submitted for exercise. Any entitled, each such payment of the Exercise Price pursuant to clause be made by check or wire transfer in immediately available funds to an account designated by the Company; provided that such Holder, in its sole discretion, may deduct or offset from such payment any amounts outstanding under the Notes (iito the extent such amounts are then due and payable (after giving effect to applicable grace periods) above shall be payable in cash to such Holder). If a Holder elects to deduct or other same-day funds. Upon the surrender of this Warrant following one offset from such payments all or more partial exercises, unless this Warrant has expired, a new Warrant portion of the same tenor representing principal amount outstanding under the number of Warrant SharesNote held by such Holder, if any, with respect to which this Warrant such Holder shall not then have been exercised, shall promptly be issued and delivered surrender its Note to the Company and if, following such deduction or offset, any principal amount remains outstanding to such Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver simultaneously issue to such Holder a note payable to the order of such Holder in a principal amount equal to such remaining outstanding amount with terms and provisions otherwise identical to the terms and provisions of such Holder's original Note. If a Holder elects to exercise only a portion of the Warrants represented by the Warrant Shares issuable upon Certificate or Certificates registered in the Register in its name, then the remaining portion of such exercise Warrants shall be registered in book-entry the Register in such name or names (subject to the limitation set forth in Section 7) as 4 4 may be directed in writing by such Holder and shall be returned to such Holder in the form through of a new Warrant Certificate for the facilities number of The Depositary Trust Warrants that were not surrendered and with terms and provisions otherwise identical to the terms and provisions of such Holder's original Warrant Certificate. Upon surrender of a Warrant Certificate and the payment of the Exercise Price in conformity with the foregoing provisions, the Company at shall promptly, but in no event later than five Business Days after the Company’s expense Payment of the Exercise Price of the Warrants by such Holder, issue to the Holder or its designee or (2) execute and deliver to the Holder a certificate or of such Warrant Certificate share certificates representing the aggregate number of Warrant Shares issuable upon Underlying Common Stock to which such exercise registered in Holder or the name or names of such Affiliates of such Holder as may be directed in writing by the latter, and shall deliver such share certificates to the Person or Persons entitled to receive the same. Such shares shall be deemed issued and outstanding on the date the Warrant is exercised and the Exercise Price is paid to the Company, and the share certificates shall be dated as of such date and the Holder shall be entitled to exercise all of the Holder or its designee and, unless otherwise specified in rights of a shareholder as of such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsdate.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise of the Warrants are registered under the Exchange Act, the Exercise Price may be paid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be delivered to the Company by the Warrant Agent as instructed in writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day funds. Upon the surrender of sufficient Warrant Certificates in connection with a cashless exercise) and, for all purposes under this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant of the same tenor representing the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this WarrantAgreement, the Company shall promptly thereafter, (1) deliver the Warrant Person entitled to receive any Common Shares issuable deliverable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at shall, as between such Person and the Company’s expense , be deemed to be the Holder or its designee or (2) execute of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon registered holder on such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsdate.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form of Subscription duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each share of Underlying Securities issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised (ii) above a "Cashless Exercise"). All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised (or other same-day funds. Upon the surrender of this surrendered in connection with a Cashless Exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided, however, that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such shares of Underlying Securities other than to the HolderHolder of such Warrants and any such transfer shall comply with applicable law. In Upon the event of exercise of this Warranta Warrant or Warrants, the Company shall promptly thereafterenter, (1) deliver or cause any transfer agent of the Warrant Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in enter, the name of the person entitled to receive the Common Shares upon the exercise of such Warrants into the Company's register of shareholders, and issue certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or its designee Warrants otherwise agree) for the number of shares of Underlying Securities to which said Holder may be entitled, and deliver such certificate to the Warrant Agent who in turn shall deliver it to the Person entitled to receive the shares of Underlying Securities. Upon such exercise, the Warrant Agent is hereby authorized and instructed to request from any such transfer agent (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) such certificates. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number Person entitled to receive the shares of Warrant Shares issued Underlying Securities upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such shares of Underlying Securities of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible Agent shall make available for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as delivery to such Person, any shares and without volume or manner-of-sale restrictionsof Underlying Securities to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order ----------- --------------------------------------------- to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.6 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.6 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall make available for delivery the new Warrant Certificate to the Person or Persons entitled to receive the same. Restricted Global Warrants will be exercised in accordance with the procedures of the Warrant Agent and the Depositary. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.11 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible Agent shall make available for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as delivery to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this Warrantany of the Tranche A Warrants, the Holder hereof thereof must surrender this the Warrant Certificate evidencing such Tranche A Warrants to the Company, Warrant Agent at its office of Shareowner Services set forth in Section 9.04 (with the Subscription Form of Subscription set forth in the Warrant Certificate duly executed. With respect to payment executed with the signature of the Exercise PriceHolder guaranteed), the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares each share of Common Stock as to which this a Tranche A Warrant is submitted for exercise. Any such payment exercised and any applicable taxes that GenTek is not required to pay pursuant to this Section 3.03, Sections 2.03(b) or 9.02(a) or Article V. Payment of the Exercise Price pursuant to shall be made (or deemed made, in the case of a cashless exercise in accordance with clause (ii)), by the Holder (i) above in United States currency by delivery of a certified check or bank cashier's check payable to the order of GenTek, or by wire transfer of immediately available funds to an account designated by the Warrant Agent for the benefit of GenTek or (ii) by cancellation of such number of shares of Common Stock otherwise issuable to the Holder upon such exercise as shall be payable specified in cash or other same-day funds. Upon such Subscription Form, so as to yield a number of shares of Common Stock such that the surrender of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant aggregate of the same tenor representing fair market value attributable to such cancelled shares as of the date hereof shall equal the aggregate Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, in which case such amount shall be deemed to have been paid to GenTek and the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered to the Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver the Warrant Shares shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so deliveredreduced by such specified number (such form of payment being a "Cashless Exercise"). Such Upon the exercise of any Tranche A Warrant, the Warrant Shares Agent shall promptly provide written notice of such exercise to GenTek, including notice of the number of shares of Common Stock delivered upon the exercise of such Tranche A Warrant, and deliver all payments, if any, received upon exercise of such Tranche A Warrant to GenTek in such manner as GenTek shall instruct in writing. For purposes of a Cashless Exercise, fair market value shall be free of restrictive legends unless determined as follows: (Aa) if traded on a registration statement covering securities exchange, the resale fair market value shall be based upon the average of the Warrant Shares closing prices over a five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (b) if traded on the over-the-counter bulletin board, the fair market value shall be based upon the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (c) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter bulletin board, the current fair market value shall be determined by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsgood faith.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any Notwithstanding the foregoing, the Exercise Price may be paid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be delivered to the Company by the Warrant Agent as instructed in writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 3 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day funds. Upon the surrender of sufficient Warrant Certificates in connection with a cashless exercise) and, for all purposes under this Warrant following one or more partial exercisesAgreement, unless this Warrant has expiredthe Person entitled to receive any Common Shares deliverable upon such exercise shall, a new Warrant as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the same tenor close of business on such date, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing the number of Warrant Shares, if any, with respect to which this Warrant such Common Shares shall not then have been exercised, shall promptly actually be issued and delivered to the Holder. In the event of exercise of this WarrantHolder at such time, the Company and shall promptly thereafterbe entitled to receive, (1) deliver and the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and Agent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon registered holder on such exercise registered in the name of the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsdate.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or so surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Global Warrants will be exercised by accordance with the procedures of the Warrant Agent and the Depositary. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate necessary number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof must thereof is required to surrender this Warrant to the Company, Company the Warrant Certificate with the Subscription Form of Subscription duly executed. With respect to payment of the Exercise Pricefilled in and signed, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) and payment in full of the Exercise Price then in effect for each Warrant Share or other securities or property issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised. The Exercise Price may be paid (i) by certified or official bank check or by wire transfer to an account designated by the Company for exercise. Any such purpose, (ii) by the surrender of shares of Preferred Stock (which surrender shall be evidenced by cancellation of such shares) having an aggregate Current Market Value (as defined herein) on the date of exercise equal to the product of (1) Exercise Price per share as of the date of exercise and (2) the number of Warrant Shares subscribed for, without the payment of the Exercise Price pursuant in cash, together with a specification as to clause the number of Warrants to be exercised, (iiiii) above by surrender of publicly traded debt securities of the Company (which surrender shall be payable in cash or other same-day funds. Upon evidenced by cancellation of such publicly traded debt securities) having an aggregate Current Market Value (as defined herein) on the surrender date of this Warrant following one or more partial exercises, unless this Warrant has expired, a new Warrant exercise equal to the product of (1) Exercise Price per share as of the same tenor representing date of exercise and (2) the number of Warrant SharesShares subscribed for, if anywithout the payment of the Exercise Price in cash, together with respect to which this Warrant shall not then have been exercised, shall promptly be issued and delivered a specification as to the Holder. In number of Warrants to be exercised or (iv) by the event surrender (which surrender shall be evidenced by cancellation of exercise the number of this WarrantWarrants represented by the Warrant Certificate presented in connection with a Cashless Exercise) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the Company shall promptly thereafterpayment of the Exercise Price in cash, for such number of Warrant Shares equal to the product of (1) deliver the number of Warrant Shares issuable upon for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or cash) and (2) execute the Cashless Exercise Ratio. An exercise referred to in clauses (ii), (iii) or (iv) of the preceding sentence shall be referred to as a "Cashless Exercise." 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 (as defined herein) per share of Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and deliver the denominator of which is the Current Market Value per share of Common Stock on the date of exercise (calculated as set forth herein). 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 Warrant Shares deliverable upon a Cashless Exercise shall be equal to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such the exercise registered of Warrants that the Holder specifies are 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. Upon the exercise of any Warrants in accordance with this Agreement, the name Company will transfer promptly to or upon the written order of the Holder or its designee and, unless otherwise specified in of such notice, one certificate representing the aggregate number Warrant Certificate appropriate evidence of ownership of any Warrant Shares issued or other securities or property to which it is entitled, registered or otherwise, to the Person or Persons entitled to receive the same. All Warrant Shares or other securities issuable by the Company upon such the exercise of the Warrants shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective validly issued, fully paid and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionsnonassessable.

Method of Exercise; Payment of Exercise Price. In order to exercise this a Warrant, the Holder hereof thereof must surrender this the Warrant Certificate evidencing such Warrant to the CompanyWarrant Agent, with the Form exercise subscription form on the reverse of Subscription or attached to the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) any required payment in full of the Exercise Price then in effect for the Warrant Shares shares of Underlying Common Stock as to which this the Warrant Certificate is submitted for exercise. Any such payment of the Exercise Price pursuant to clause (ii) above shall be payable in cash or other same-day fundsby certified or official bank check payable in United States currency to the order of the Warrant Agent. Upon All funds received upon the surrender exercise of this Warrants shall be deposited by the Warrant following one or more partial exercisesAgent for the account of the Company, unless this otherwise instructed in writing by the Company. If fewer than all the Warrants represented by a Warrant has expiredCertificate are exercised, such Warrant Certificate shall be surrendered and a new Warrant of the same tenor representing Certificate for the number of Warrant Shares, if any, with respect to which this Warrant Warrants that were not exercised shall not then have been exercised, shall promptly be issued by the Warrant Agent. The Warrant Agent shall countersign the new Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and delivered deliver the new Warrant Certificate to the HolderPerson or Persons entitled to receive the same. In Upon surrender of a Warrant Certificate in conformity with the event of exercise of this Warrantforegoing provisions, the Company Warrant Agent shall promptly thereafterthereupon requisition from the Company, (1) deliver and after receipt thereof the Warrant Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and Agent shall deliver to the Holder of such Warrant Certificate, a certificate or certificates representing other appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the aggregate number Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 4.4. Such surrender shall be deemed to have been effected as of the close of business on the day on which such Warrant Shares issuable upon Certificate shall have been surrendered, and at such exercise registered in time the name rights of the Holder of the Warrant Certificate, in its capacity as such Holder, shall cease, and the Person or its designee and, unless otherwise specified Person in such notice, one certificate representing which name or name any securities evidencing the aggregate number of Warrant Shares Certificate are to be issued upon such exercise surrender shall be so delivered. Such Warrant Shares shall be free deemed to have become the holder or holders of restrictive legends unless (A) a registration statement covering the resale record of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictionssecurities.

Method of Exercise; Payment of Exercise Price. In order to --------------------------------------------- exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 11.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the HolderHolder of such Warrants and any such transfer shall comply with applicable law. In Upon the event of exercise of this Warranta Warrant or Warrants, the Company shall promptly thereafterenter, (1) deliver or cause any transfer agent of the Warrant Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in enter, the name of the person entitled to receive the Common Shares upon the exercise of such Warrants into the Company's register of shareholders, and issue certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or its designee Warrants otherwise agree) for the number of Common Shares to which said Holder may be entitled, and deliver such certificate to the Warrant Agent who in turn shall deliver it to the Person entitled to receive the Common Shares. Upon such exercise, the Warrant Agent is hereby authorized and instructed to requisition from any such transfer agent (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) such certificates. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible Agent shall make available for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as delivery to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office set forth in Section 9.5 hereof, with the Subscription Form of Subscription set forth in the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each share of Common Stock or other securities or property issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted for exercise. Any exercised; such payment may be made (x) by wire transfer or by certified or official bank or bank cashier's check payable to the order of Holdings or (y) as permitted pursuant to the proviso in Section 3.1. The Warrant Agent shall promptly notify Holdings in writing upon the exercise of any Warrant and of the Exercise Price pursuant to clause (ii) above number of shares of Common Stock delivered upon the exercise of such Warrant; all payments received upon exercise of Warrants shall be payable delivered to Holdings by the Warrant Agent as instructed in cash or other same-day fundswriting by Holdings. Upon If less than all the surrender of this Warrants represented by a Warrant following one or more partial exercisesCertificate are exercised, unless this such Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrant Shares, if any, with respect to Warrants which this Warrant were not exercised shall not then have been exercised, shall promptly be issued executed by Holdings and delivered to the Warrant Agent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. In the event of Upon exercise of this Warrantany Warrants following surrender of a Warrant Certificate in conformity with the foregoing provisions, the Company Warrant Agent shall instruct Holdings to transfer promptly thereafterto or upon the written order of the Holder of such Warrant Certificate appropriate evidence of ownership of any Common Stock or other securities or property (including money) to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership and any other securities or property (1including money) deliver to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fractional shares as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes or other governmental charges imposed as the result of any change in ownership of such Warrants or the issuance of such Common Stock or other securities or Warrants other than to the registered owner of such Warrants. Upon exercise of a Warrant or Warrants, the Warrant Shares issuable Agent is hereby authorized and directed to requisition from any transfer agent of the Common Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 9.11, if applicable) for the necessary number of shares to which the Holder of the Warrant or Warrants may be entitled. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes of this Agreement, the Person entitled to receive any Common Stock or other securities or property deliverable upon such exercise in book-entry form through shall, as between such Person and Holdings, be deemed to be the facilities Holder of The Depositary Trust Company such Common Stock or other securities or property of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver, at the Company’s expense to the Holder or its designee or (2) execute and deliver to the Holder a certificate or certificates representing the aggregate number of Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee andHoldings, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume Person, any money, Common Stock or manner-of-sale restrictionsother securities or property to which he would have been entitled had he been a record holder on such date.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its principal corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its principal corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by 17 13 the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall make available for delivery the new Warrant Certificate to the Person or Persons entitled to receive the same. Global Warrants will be exercised in accordance with the procedures of the Warrant Agent and the Depositary. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible Agent shall make available for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as delivery to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order ----------- --------------------------------------------- to exercise this Warrantall or any of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this for exercise the Warrant Certificate to the CompanyWarrant Agent at its corporate trust office address set forth in Section 12.5 hereof, with the Subscription Form set forth on the reverse of Subscription the Warrant Certificate duly executed. With respect to payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise of this Warrant together with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the Warrant Shares Warrants as to which this a Warrant is submitted exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price pursuant may be paid by surrendering additional Warrants to clause (ii) above the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All payments received upon exercise of Warrants shall be payable delivered to the Company by the Warrant Agent as instructed in cash writing by the Company. If less than all the Warrants represented by a Warrant Certificate are exercised or other same-day funds. Upon the surrender of this surrendered (in connection with a cashless exercise), such Warrant following one or more partial exercises, unless this Warrant has expired, Certificate shall be surrendered and a new Warrant Certificate of the same tenor representing and for the number of Warrants which were not exercised or so surrendered shall be executed by the Company and delivered to the Warrant SharesAgent and the Warrant Agent shall countersign the new Warrant Certificate, registered in such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Global Warrants will be exercised in accordance with the procedures of the Warrant Agent and the Depositary. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, with respect to which this or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall not then have been exercised, shall promptly be issued and delivered to responsible for the Holder. In payment of any transfer taxes required as the event result of exercise any change in ownership of this Warrant, such Warrants or the Company shall promptly thereafter, (1) deliver the Warrant issuance of such Common Shares issuable upon such exercise in book-entry form through the facilities of The Depositary Trust Company at the Company’s expense other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or its designee Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or (2) execute the Company and deliver to the Holder a certificate exercising such Warrant or certificates representing Warrants otherwise agree) for the aggregate necessary number of Warrant Common Shares issuable upon such exercise registered in to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Holder or its designee Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, unless otherwise specified in such noticefor all purposes under this Agreement, one certificate representing the aggregate number of Warrant Person entitled to receive any Common Shares issued deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale of entitled to receive, and the Warrant Shares by the Holder is not then effective and (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as Agent shall deliver to such shares and without volume or manner-of-sale restrictionsPerson, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order to exercise this Warrantany or all of the Warrants represented by a Warrant Certificate, the Holder hereof thereof must surrender this the Warrant Certificate to the CompanyCompany for exercise, with the Form reverse side of Subscription the Warrant Certificate duly executed. With respect to , together with any required payment of the Exercise Price, the Holder shall have two options: (i) having the Company withhold, from the Warrant Shares that would otherwise be delivered to the Holder upon such exercise, Warrant Shares issuable upon exercise Price for each share of this Warrant with an aggregate Fair Market Value as of the last Business Day prior to such exercise equal to the aggregate Exercise Price that would otherwise be payable by the Holder upon such exercise or (ii) payment in full of the Exercise Price then in effect for the Warrant Shares as Underlying Common Stock to which this Warrant such Holder is submitted for exercise. Any entitled, each such payment of the Exercise Price pursuant to clause be made by check or wire transfer in immediately available funds to an account designated by the Company; provided that such Holder, in its sole discretion, may deduct or offset from such payment any amounts outstanding under such Holder's Note (iito the extent such amounts are then due and payable (after giving effect to applicable grace periods) above shall be payable in cash to such Holder). If a Holder elects to deduct or other same-day funds. Upon the surrender of this Warrant following one offset from such payments all or more partial exercises, unless this Warrant has expired, a new Warrant portion of the same tenor representing principal amount outstanding under the number of Warrant SharesNote held by such Holder, if any, with respect to which this Warrant such Holder shall not then have been exercised, shall promptly be issued and delivered surrender its Note to the Company and if, following such deduction or offset, any principal amount remains outstanding to such Holder. In the event of exercise of this Warrant, the Company shall promptly thereafter, (1) deliver simultaneously issue to such Holder a note payable to the order of such Holder in a principal amount equal to such remaining outstanding amount with terms and provisions otherwise identical to the terms and provisions of such Holder's original Note. If a Holder elects to exercise only a portion of the Warrants represented by the Warrant Shares issuable upon Certificate or Certificates registered in the Register in its name, then the remaining portion of such exercise Warrants shall be registered in book-entry the Register in such name or names (subject to the limitation set forth in Section 7) as may be directed in writing by such Holder and shall be returned to such Holder in the form through of a new Warrant Certificate for the facilities number of The Depositary Trust Warrants that were not surrendered and with terms and provisions otherwise identical to the terms and provisions of such Holder's original Warrant Certificate. Upon surrender of a Warrant Certificate and the payment of the Exercise Price in conformity with the foregoing provisions, the Company at shall promptly, but in no event later than five Business Days after the Company’s expense payment 3 4 of the Exercise Price of the Warrants by such Holder, issue to the Holder or its designee or (2) execute and deliver to the Holder a certificate or of such Warrant Certificate share certificates representing the aggregate number of Warrant Shares issuable upon Underlying Common Stock to which such exercise Holder is entitled, registered in the name of such Holder or the name or names of such Affiliates of such Holder as may be directed in writing by the latter, and shall deliver such share certificates to the Person or Persons entitled to receive the same. Such shares shall be deemed issued and outstanding on the date the Warrant is exercised and the Exercise Price is paid to the Company, and the share certificates shall be dated as of such date and the Holder or its designee and, unless otherwise specified in such notice, one certificate representing the aggregate number of Warrant Shares issued upon such exercise shall be so delivered. Such Warrant Shares shall be free of restrictive legends unless (A) a registration statement covering the resale entitled to exercise all of the Warrant Shares by the Holder is not then effective and rights of a shareholder as of such date. (B) the Warrant Shares are not eligible for sale pursuant to Rule 144 under the Securities Act, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such shares and without volume or manner-of-sale restrictions.c)