Common use of Terms of Warrants; Exercise of Warrants Clause in Contracts

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrant

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing in whole or in part, at the opening of business any time and from time to time, beginning on the Exercisability Date date of original issuance of the Warrant pursuant to the terms of this Warrant Agreement and until ending at 5:00 p.m., New York City time, on the date that is the seven year anniversary of the Effective Date (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and upon payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder . The Company shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to promptly provide the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance Agent with written notice of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActExpiration Date. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value. Prior to the delivery of any shares of Common Stock that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by: (i) providing written notice of such election (“Warrant Exercise Notice”) to exercise the Warrant to the Company and the Warrant Agent at the addresses set forth in Section 23 no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth either (x) in Exhibit A hereto for holders who hold Book-Entry Warrants, properly completed and executed by the holder, or (y) in Exhibit B hereto for holders who hold interest in Warrants through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; (ii) delivering no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying to the Company (x) the applicable Exercise Price multiplied by the number of shares of Common Stock in respect of which any Warrants are being exercised or (y) in the case of a Cashless Exercise, paying the required consideration in the manner set forth in Section 9(b), in each case, together with any applicable taxes and charges. To the extent a Warrant Exercise Notice is delivered in respect of a Warrant no later than 5:00 p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in clause (ii) and (iii) above are effected thereafter but no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, the Warrants shall nonetheless be deemed exercised prior to the Expiration Date for the purposes of this Warrant Agreement. (b) Provided the Common Stock is then listed or admitted for trading on a national securities exchange or an over-the-counter market or comparable system, and subject to the provisions of this Warrant Agreement, the holder shall have the right, in lieu of paying the Exercise Price in cash, to instruct the Company to reduce the number of shares of Common Stock issuable pursuant to the exercise of the Warrants (the “Cashless Exercise”) in accordance with the following formula: N = the number of shares of Common Stock to be subtracted from the aggregate number of shares of Common Stock issuable upon exercise of the Warrants; P = the aggregate Exercise Price which would otherwise be payable in cash for all of the shares of Common Stock for which the Warrants are being exercised; and M = the Market Price of a share of Common Stock determined as of the day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent. If the Exercise Price exceeds the Market Price at the time of exercise, then no shares of Common Stock will be issuable via the Cashless Exercise. The number of shares of Common Stock to be issued on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in this Section 9(b). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of shares of Common Stock to be issued on such exercise, pursuant to this Section 9(b), is accurate or correct, nor shall the Warrant Agent have any duty or obligation to take any action with regard to such warrant exercise prior to being notified by the Company of the relevant number of shares of Common Stock to be issued. (c) Subject to the adjustments set forth in Section 13 and Section 14 hereof, each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price then in effect for such share of Common Stock. Each Warrant not exercised pursuant to this Warrant Agreement prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails . (d) Unless exercised pursuant to give such noticea Cashless Exercise, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer payable to the account designated by Company in lawful money of the Company or United States of America either by certified or official bank check, or bank cashier’s check made payable to the order of the Company (or if agreed to in the sole and absolute discretion of the Company, by wire transfer in immediately available funds to an account arranged with the Company prior to exercise). (e) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the holder and the Company, enforceable in accordance with its terms. (f) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated hereunder to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (ii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iii) advise the Company, no later than two business days after receipt of a Warrant Exercise Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (y) the instructions with respect to delivery of the shares of Common Stock of the Company deliverable upon such exercise, subject to the timely receipt from the Depository of the necessary information, and (z) such other information as the Company shall reasonably require; (iv) subject to the Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depository, liaise with the Depository and endeavor to effect such delivery to the relevant accounts at the Depository in accordance with its requirements; and (v) pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise shall be determined by the Company in its sole discretion, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Agent’s negligence, willful misconduct or bad faith (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), shall be indemnified and held harmless by the Company for acting or refraining from acting upon, or as a result of such determination by the Company. In The Company reserves the alternative, each Holder may exercise its right to receive reject any and all Warrant Shares Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on a net basisthe holders, such that without absent manifest error. Moreover, the exchange Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the holders of the Warrants of any fundsirregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (h) As soon as reasonably practicable after the exercise of any Warrant (and in any event not later than 10 business days thereafter), the Holder receives that Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of the Warrants, either: (i) if such holder holds the Warrants being exercised through the Depository’s book-entry transfer facilities, by same-day or next-day credit to the Depository for the account of such holder or for the account of a participant in the Depository the number of shares of Common Stock to which such holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such holder or by the direct participant in the Depository through which such holder is acting; or (ii) if such holder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the shares of Common Stock registered on the books of the transfer agent for the Company’s Common Stock (such agent, in such capacity, as may from time to time be appointed by the Company, the “Transfer Agent”) or, at the Company’s option, by delivery to the address designated by such holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares otherwise issuable to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the close of business on the date of the delivery thereof. If fewer than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of its Warrants less that number of Warrant Shares having a fair market value equal are exercised at any time prior to the aggregate Exercise Price that would otherwise have been paid Expiration Date, the Warrant Agent shall cause a notation to be made to the records maintained by the Holder Depository, and, to the extent the Global Warrant Certificate is being held by The Bank of New York Mellon, as custodian for the Depository, the Warrant Agent will cause such custodian to make an appropriate notation on the Global Warrant Certificate to reflect such reduction in Warrants represented by the Global Warrant Certificate. The Person in whose name any certificate or certificates for the Warrant Shares being issued. For purposes are to be issued (or such Warrant Shares are to be registered, in the case of a book-entry transfer) upon exercise of a Warrant shall be deemed to have become the holder of record of such Warrant Shares on the date such Warrant Exercise Notice is delivered. (i) As provided in Section 16 hereof, no fractional shares of Common Stock shall be issued upon exercise of any Warrants. (j) If all of the foregoing sentenceWarrants evidenced by a Global Warrant Certificate have been exercised, "fair market value" such Global Warrant Certificate shall be cancelled by the Warrant Agent. Such cancelled Global Warrant Certificate shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day or on the next business day following each day on which Warrants were exercised, of (i) the number of shares of Common Stock issued upon exercise of a Warrant, (ii) the notation to the records of the Depository reflecting the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant Agent shall confirm such information to the Company in writing as promptly as practicable. (k) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date of business on original issuance of the Exercisability Date Warrant Certificates pursuant to the terms of this Warrant Agreement and until prior to 5:00 p.m., p.m. New York City timeTime, on August 25, 2008 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided. In addition, however, prior to the delivery of any shares of Common Stock that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any time, unless, at of the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective byWarrants, the CommissionCompany shall comply with all applicable federal and state laws, rules and no stop order suspending the effectiveness of such registration statement has been issued regulations which require action to be taken by the Commission or Company. (iib) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this adjustments set forth in Section 1012, each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price then in effect for such share of Common Stock. Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of the Expiration Date. (c) The holder of Warrants may, until 5:00 p.m. New York City Time, on the Expiration Date, exercise such time. No adjustments as holder’s right to dividends will purchase Warrant Shares by: (i) providing written notice of such election (a “Warrant Exercise Notice”) to exercise such Warrants to the Warrant Agent at the address set forth in Section 20 hereof, “Re: Calpine Corporation Warrant Exercise”, by overnight courier, received by the Warrant Agent no later than 5:00 p.m. New York City Time, on the Expiration Date, which Warrant Exercise Notice shall be made upon exercise in the form of an election to purchase Warrant Shares substantially in the form set forth either (x) in Exhibit A hereto, properly completed and executed by the holder, provided that such written notice may only be submitted if such Warrants are evidenced by Definitive Warrant Certificates; or (y) in Exhibit B hereto, properly completed and executed by the holder, provided that such written notice may only be submitted if such Warrants are evidenced by Global Warrant Certificates held through the book-entry facilities of the Warrants. The Company shall give notice not less Depositary, by or through persons that are direct participants in the Depositary; (ii) delivering, either (x) if such Warrants are evidenced by Global Warrant Certificates, no later than 905:00 p.m. New York City Time, and not more than 120, days on the business day immediately prior to the Expiration Settlement Date to the Holders of all then outstanding (as defined below) such Warrants to the effect that Warrant Agent by book-entry transfer through the facilities of the Depositary or (y) if such Warrants will terminate are evidenced by Definitive Warrant Certificates, no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, the Warrant Certificates evidencing such Warrants to the Warrant Agent; and (iii) paying, to Computershare, no later than 5:00 p.m., New York City time, on the Settlement Date, the applicable Exercise Price multiplied by the number of Warrant Shares in respect of which such Warrants are being exercised (the “Exercise Amount”), together with any applicable taxes and become void governmental charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”. To the extent a Warrant Exercise Notice is delivered in respect of Warrant prior to 5:00 p.m., New York City time, on the Expiration Date. If , but the Company fails to give such noticedeliveries and payments specified in clause (ii) and (iii) above are effected thereafter but no later than 5:00 p.m., New York City time, on the Settlement Date, the Warrants will not expire until 90 days after shall be nonetheless deemed exercised prior to the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy Expiration Date for the Company's failure to give such notice other than any such extensionpurposes of this Agreement. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature (d) The Exercise Amount shall be guaranteed by a bank or trust company having an office or correspondent payable in lawful money of the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or America either by certified or official bank check, check made payable to the order of the Company (or if agreed to in the sole and absolute discretion of the Company. In , by wire transfer in immediately available funds to an account arranged with the alternativeCompany prior to exercise). (e) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the holder and the Company, each Holder may exercise enforceable in accordance with its right terms. (f) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to receive it by or on behalf of holders as contemplated by the Warrant Shares Certificates to ascertain whether, on a net basistheir face, such that without Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the exchange terms of any fundsthe Warrant Certificate; (ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, the Holder receives that Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company, no later than five business days after receipt of a Warrant Exercise Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Shares otherwise issuable Agreement, (y) the instructions with respect to delivery of the shares of Common Stock of the Company deliverable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal such exercise, subject to the aggregate Exercise Price that would otherwise have been paid timely receipt from the Depositary of the necessary information, and (z) such other information as the Company shall reasonably require; and (v) subject to the Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its requirements. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise shall be determined by the Holder Company in its sole discretion, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Shares being issued. For purposes Agent’s gross negligence, willful misconduct or bad faith, shall be indemnified and held harmless by The Company for acting or refraining from acting upon, or as a result of the foregoing sentence, "fair market value" of the Warrantsuch determination by the

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Exercise Date and until 5:00 p.m., New York City time, time on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, provided that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, exercise (A) (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to ; (B) such Warrant Shares are qualified for sale or exempt from qualification under the provisions applicable securities laws of the following paragraph states in which the various holders of this Section 10, each the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside; and (C) a Black Out Period or Suspension Notice (as defined in the Warrant Registration Rights Agreement) is not in effect. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void 28 and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of the 5:00 p.m., New York City time, time on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, provided in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrant

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this AgreementWarrant, each Warrant Holder the Warrantholder shall have the right, which may be exercised commencing at the opening of business any time after __________________, but before 5:00 p.m. Pacific Daylight Time on the Exercisability Date and until 5:00 p.m._______________, New York City time("Expiration Time"), on the Expiration Date to receive purchase from the Company up to the number of fully paid and nonassessable Warrant Shares which the Holder Warrantholder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating purchase pursuant to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph terms of this Section 10Warrant, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent executive office, of the certificate or certificates evidencing the this Warrant to be exercised exercised, together with the attached Election to Exercise Warrant form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Warrant Price (as adjusted defined in and determined in accordance with the provisions of Section 7 and 8 hereof) or as herein provided in Section 3(a)(i) hereof, for each the number of the Warrant Shares in with respect of to which such Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be made by Federal in cash, wire transfer or by cashier's check or any combination thereof. (b) Subject to the account terms of this Warrant, upon such surrender of this Warrant and payment of such Warrant Price as aforesaid, the Company shall promptly issue and cause to be delivered to the Warrantholder or to such person or persons as the Warrantholder may designate in writing, a certificate or certificates (in such name or names as the Warrantholder may designate in writing) for the number of duly authorized, fully paid and non-assessable whole Shares to be purchased upon the exercise of this Warrant, and shall deliver to the Warrantholder Common Stock or cash, to the extent provided in Section 9 hereof, with respect to any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of this Warrant and payment of the Warrant Price, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the Share and Warrant transfer books of the Company shall then be closed. This Warrant shall be exercisable, at the sole election of the Warrantholder, either in full or from time to time in part and, in the event that any certificate evidencing this Warrant (or any portion thereof) is exercised prior to the Termination Date with respect to less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate of like tenor evidencing the remaining portion of this Warrant shall be issued by the Company, if so requested by the Warrantholder. (c) Upon the Company's receipt of a facsimile or original of Warrantholder's signed Election to Exercise Warrant, the Company shall instruct its transfer agent to issue one or more stock Certificates representing that number of shares of Common Stock which the Warrantholder is entitled to purchase in accordance with the terms and conditions of this Warrant and the Election to Exercise Warrant attached hereto. The Company shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Warrant. (d) Such exercise shall be effectuated by surrendering to the Company, or its attorney, the Warrants to be converted together with a facsimile or original of the signed Election to Exercise Warrant which evidences Warrantholder's intention to exercise those Warrants indicated. The date on which the Election to Exercise Warrant is effective ("Exercise Date") shall be deemed to be the date on which the Warrantholder has delivered to the Company a facsimile or original of the signed Election to Exercise Warrant, as long as the original Warrants to be exercised are received by the Company or its designated attorney within five (5) business days thereafter. As long as the Warrants to be exercised are received by the Company within five (5) business days after it receives a facsimile or original of the signed Election to Exercise Warrant, the Company shall deliver to the Warrantholder, or per the Warrantholder's instructions, the shares of Common Stock within three (3) business days of receipt of the Warrants to be converted. (e) Nothing contained in this Warrant shall be deemed to establish or require the payment of interest to the Warrantholder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Warrantholder to the Company. (f) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrants that are to be converted in part, the Company shall issue to the Warrantholder new Warrants equal to the unconverted amount, if so requested by Warrantholder. (g) The Company shall at all times reserve and have available all Common Stock necessary to meet exercise of the Warrants by all Warrantholders of the entire amount of Warrants then outstanding. If, at any time Warrantholder submits an Election to Exercise Warrant and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a exercise of the Warrants (a "Exercise Default", the date of such default being referred to herein as the "Exercise Default Date"), the Company shall issue to the Warrantholder all of the shares of Common Stock which are available, and the Election to Exercise Warrant as to any Warrants requested to be converted but not converted (the "Unconverted Warrants"), upon Warrantholder's sole option, may be deemed null and void. The Company shall provide notice of such Exercise Default ("Notice of Exercise Default") to all existing Warrantholders of outstanding Warrants, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier), and the Warrantholder shall give notice to the Company by facsimile within five (5) business days of receipt of the original Notice of Exercise Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Election to Exercise Warrant. (h) The Company shall furnish to Warrantholder such number of prospectuses and other documents incidental to the registration of the shares of Common Stock underlying the Warrants, including any amendment of or supplements thereto. Warrantholder shall acknowledge in writing the receipt, the careful reading, and the understanding thereof, prior to any exercise under this Section 3. (i) Each person in whose name any certificate for shares of Common Stock shall be issued shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on the date on which the Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of date of issue or delivery of such certificate, except that if the date of such surrender and payment is a date when the Shares transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares on the next succeeding date on which such Share transfer books are open. The Company shall not close such Share transfer books at any one time for a period longer than seven (7) days. (j) This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock (as defined hereafter) payable hereunder, payable in cash or by certified or official bank check, payable or by "cashless exercise", by means of tendering this Warrant Certificate to the order Company to receive a number of shares of Common Stock equal to the difference between the Market Value of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange shares of any funds, the Holder receives that number of Warrant Shares otherwise Common Stock issuable upon exercise of its Warrants less that number this Warrant and the total cash exercise price thereof. Upon surrender of this Warrant Shares having Certificate with the annexed Notice of Exercise duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a fair market value certificate or certificates for the shares of Common Stock so purchased. For the purposes of this subsection, "Market Value" shall be an amount equal to the aggregate average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Notice of Exercise Price that would otherwise have been paid Form duly executed multiplied by the Holder for the number of shares of Common Stock to be issued upon surrender of this Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the WarrantCertificate.

Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "Exercise Price") shall be equal to $6.56 per share. Each Warrant shall be initially exercisable for one share of Common Stock. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date issuance of business on the Exercisability Date and Warrants until 5:00 p.m., New York City timetime on February __, on 2004 (the Expiration Date "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date February __, 2004 shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at its principal office, which is currently located at the principal office of the Warrant Agent address listed in Section 13 hereof, of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent participant in a recognized Signature Guarantee Medallion Program and such other documentation as the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.Company may reasonably request, and upon payment to the Warrant Agent Company for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, check payable to the order of the CompanyCompany in New York Clearing House Funds. In Subject to the alternativeprovisions of Section 5 hereof, each Holder upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered within three business days to and in such name or names as the Warrant holder may exercise its right to receive designate a certificate or certificates for the number of full Warrant Shares on issuable upon the exercise of such Warrants together with cash as provided in Section 10; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 9 hereof, or a net basistender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such that without surrender of Warrants and payment of the exchange of any fundsExercise Price as aforesaid, the Holder receives that Company shall, as soon as possible, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares otherwise issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 10. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued. The Company may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid shall be cancelled by the Holder Company. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrantholders with reasonable prior written notice during normal business hours at its office.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this AgreementWarrant, each Warrant Holder the Warrantholder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until any time after December 14, 1998, but before 5:00 p.m., New York City timetime on December 14, on 2003 (the "Expiration Date Time"), to receive purchase from the Company up to the number of fully paid and nonassessable Warrant Shares which the Holder Warrantholder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating purchase pursuant to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph terms of this Section 10Warrant, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent executive office, of the certificate or certificates evidencing the this Warrant to be exercised exercised, together with the attached Election to Exercise form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Warrant Price (as adjusted as herein provided defined in and determined in accordance with the provisions of Section 7 and 8 hereof) for each the number of the Warrant Shares in with respect of to which such Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be made by Federal in cash, wire transfer or by cashier's check or any combination thereof. (b) Subject to the account terms of this Warrant, upon such surrender of this Warrant and payment of such Warrant Price as aforesaid, the Company shall promptly issue and cause to be delivered to the Warrantholder or to such person or persons as the Warrantholder may designate in writing, a certificate or certificates (in such name or names as the Warrantholder may designate in writing) for the number of duly authorized, fully paid and non-assessable whole Shares to be purchased upon the exercise of this Warrant, and shall deliver to the Warrantholder Common Stock or cash, to the extent provided in Section 9 hereof, with respect to any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of this Warrant and payment of the Warrant Price, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the Share and Warrant transfer books of the Company shall then be closed. This Warrant shall be exercisable, at the sole election of the Warrantholder, either in full or from time to time in part and, in the event that any certificate evidencing this Warrant (or any portion thereof) is exercised prior to the Termination Date with respect to less than all of the Shares specified therein at any time prior to the Termination Date, a new certificate of like tenor evidencing the remaining portion of this Warrant shall be issued by the Company, if so requested by the Warrantholder. (c) Upon the Company's receipt of a facsimile or original of Warrantholder's signed Election to Exercise, the Company shall instruct its transfer agent to issue one or more stock Certificates representing that number of shares of Common Stock which the Warrantholder is entitled to purchase in accordance with the terms and conditions of this Warrant and the Election to Exercise attached hereto. The Company's transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Warrant. (d) Such exercise shall be effectuated by surrendering to the Company, or its attorney, the Warrants to be converted together with a facsimile or original of the signed Election to Exercise which evidences Warrantholder's intention to exercise those Warrants indicated. The date on which the Election to Exercise is effective ("Exercise Date") shall be deemed to be the date on which the Warrantholder has delivered to the Company a facsimile or original of the signed Election to Exercise, as long as the original Warrants to be exercised are received by the Company or its designated attorney within 5 business days thereafter. As long as the Warrants to be exercised are received by certified the Company within five business days after it receives a facsimile or official bank checkoriginal of the signed Election to Exercise, payable the Company shall deliver to the order Warrantholder, or per the Warrantholder's instructions, the shares of Common Stock to an address in the U.S., without restrictive legend or stop transfer instructions, within 5 business days of receipt of the CompanyWarrants to be converted. (e) Nothing contained in this Warrant shall be deemed to establish or require the payment of interest to the Warrantholder at a rate in excess of the maximum rate permitted by governing law. In the alternativeevent that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, each Holder may the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Warrantholder to the Company. (f) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise its right to receive Warrant Shares on a net basis, such that without the exchange date. Upon surrender of any fundsWarrants that are to be converted in part, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Company shall issue to the Warrantholder new Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid unconverted amount, if so requested by Warrantholder. Nothing herein shall limit the Holder Warrantholder's right to pursue actual damages for the Warrant Shares being issued. For purposes Company's failure to maintain a sufficient number of authorized shares of Common Stock. (g) The Company shall furnish to Warrantholder such number of prospectuses and other documents incidental to the registration of the foregoing sentenceCommon Stock underlying the Warrants, "fair market value" including any amendment of or supplements thereto. (h) Each person in whose name any certificate for shares of Common Stock shall be issued shall for all purposes be deemed to have become the holder of record of the WarrantCommon Stock represented thereby on the date on which the Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of date of issue or delivery of such certificate, except that if the date of such surrender and payment is a date when the Shares transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares on the next succeeding date on which such Share transfer books are open. The Company shall not close such Share transfer books at any one time for a period longer than seven days.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, including Section 14(d) hereof, each Warrant Holder holder shall have the right, which may be exercised commencing in whole or in part, at the opening of business any time and from time to time, beginning on the Exercisability Date date of original issuance of the Warrant pursuant to the terms of this Warrant Agreement and until ending at 5:00 p.m., New York City time, on November 30, 2014 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder . The Company shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to promptly provide the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance Agent with written notice of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActExpiration Date. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value. Any shares of Common Stock issued upon the exercise of any Warrants shall be shares of Class A Common Stock, unless such exercising holder elects in writing at the time it delivers the Warrant Exercise Notice (as defined below) to the Warrant Agent to receive shares of Class B Common Stock. In addition, prior to the delivery of any shares of Common Stock that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Subject to the terms and conditions set forth herein, the holder may exercise the Warrants by: (i) providing written notice of such election (“Warrant Exercise Notice”) to exercise the Warrant to the Company and the Warrant Agent at the addresses set forth in Section 24 no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be substantially in the form set forth either (x) in Exhibit A hereto, properly completed and executed by the holder provided that such written notice may only be submitted by persons who hold Book-Entry Warrants, or (y) in Exhibit B hereto, properly completed and executed by the holder, provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; (ii) delivering no later than 5:00 p.m., New York City time, on the business day immediately prior to the Settlement Date, such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying (x) the applicable Exercise Price multiplied by the number of shares of Common Stock in respect of which any Warrants are being exercised or (y) in the case of a Cashless Exercise, paying the required consideration in the manner set forth in Section 9(b), in each case, together with any applicable taxes and governmental charges. To the extent a Warrant Exercise Notice is delivered in respect of a Warrant no later than 5:00 p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in clause (ii) and (iii) above are effected thereafter but no later than 5:00 p.m., New York City time, on the business day immediately preceding the Settlement Date, the Warrants shall nonetheless be deemed exercised prior to the Expiration Date for the purposes of this Warrant Agreement. (b) Provided the Common Stock is then listed or admitted for trading on a national securities exchange or an over-the-counter market or comparable system, and subject to the provisions of this Warrant Agreement, the holder shall have the right, in lieu of paying the Exercise Price in cash, to instruct the Company to reduce the number of shares of Common Stock issuable pursuant to the exercise of the Warrants (the “Cashless Exercise”) in accordance with the following formula: N = P where: N = the number of shares of Common Stock to be subtracted from the remaining number of shares of Common Stock issuable upon exercise of the Warrants; P = the Exercise Price which would otherwise be payable in cash for the shares of Common Stock for which the Warrants are being exercised; and M = the Market Price of a share of Common Stock determined as of the day immediately preceding the day the Warrant Exercise Notice is delivered to the Warrant Agent. If the foregoing calculation results in a negative number, then no shares of Common Stock will be issuable via the Cashless Exercise. The number of shares of Common Stock to be issued on such exercise will be determined by the Company (with written notice thereof to the Warrant Agent) using the formula set forth in this Section 9(b). The Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the number of shares of Common Stock to be issued on such exercise, pursuant to this Section 9(b), is accurate or correct. (c) Subject to the adjustments set forth in Section 13 and Section 14 hereof, each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price then in effect for such share of Common Stock. Each Warrant not exercised pursuant to this Warrant Agreement prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate (d) The Exercise Price shall be made by Federal wire transfer to payable in lawful money of the account designated by the Company or United States of America either by certified or official bank check, or bank cashier’s check made payable to the order of the Company (or if agreed to in the sole and absolute discretion of the Company, by wire transfer in immediately available funds to an account arranged with the Company prior to exercise). (e) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the holder and the Company, enforceable in accordance with its terms. (f) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated hereunder to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company, no later than three business days after receipt of a Warrant Exercise Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (y) the instructions with respect to delivery of the shares of Common Stock of the Company deliverable upon such exercise, subject to the timely receipt from the Depository of the necessary information, and (z) such other information as the Company shall reasonably require; (v) subject to the Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depository, liaise with the Depository and endeavor to effect such delivery to the relevant accounts at the Depository in accordance with its requirements; and (vi) pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise shall be determined by the Company in its sole discretion, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Agent’s negligence, willful misconduct or bad faith, shall be indemnified and held harmless by the Company for acting or refraining from acting upon, or as a result of such determination by the Company. In The Company reserves the alternative, each Holder may exercise its right to receive reject any and all Warrant Shares Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on a net basisthe holders, such that without absent manifest error. Moreover, the exchange Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the holders of the Warrants of any fundsirregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (h) As soon as reasonably practicable after the exercise of any Warrant (and any event not later than 10 business days thereafter), the Holder receives that Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of the Warrants, either: (i) if such holder holds the Warrants being exercised through the Depository’s book-entry transfer facilities, by same-day or next-day credit to the Depository for the account of such holder or for the account of a participant in the Depository the number of shares of Common Stock to which such holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such holder or by the direct participant in the Depository through which such holder is acting; or (ii) if such holder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the shares of Common Stock registered on the books of the transfer agent for the Company’s Common Stock (such agent, in such capacity, as may from time to time be appointed by the Company, the “Transfer Agent”) or, at the Company’s option, by delivery to the address designated by such holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares otherwise issuable to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the close of business on the date of the delivery thereof. If less than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of its Warrants less that are exercised at any time prior to the Expiration Date, a new Global Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Global Warrant Shares having a fair market value equal Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign the required new Global Warrant Certificate or Certificates pursuant to the aggregate Exercise Price that would otherwise have been paid by the Holder provisions of Section 6 hereof and this Section 9. The Person in whose name any certificate or certificates for the Warrant Shares being issuedare to be issued (or such Warrant Shares are to be registered, in the case of a book-entry transfer) upon exercise of a Warrant shall be deemed to have become the holder of record of such Warrant Shares on the date such Warrant Exercise Notice is delivered. (i) As provided in Section 16 hereof, no fractional shares of Common Stock shall be issued upon exercise of any Warrants. (j) All Global Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. For purposes Such cancelled Global Warrant Certificates shall then be disposed of by or at the direction of the foregoing sentence, "fair market value" Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day or on the next business day following each day on which Warrants were exercised, of (i) the number of shares of Common Stock issued upon exercise of a Warrant, (ii) the delivery of Global Warrant Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant Agent promptly shall confirm such information to the Company in writing. (k) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at upon payment of the opening Exercise Price in accordance with the terms of business on this Agreement, from and after the Exercisability Date and date of issuance of such Warrants until 5:00 p.m., New York City time, on the Expiration Date Date, to receive from the Warrant Agent on behalf of the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to on or before 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will . (b) The Warrants may be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days exercised during normal business hours on any Business Day on or prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Warrant Agent on behalf of the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election subscription to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price for the number of Warrant Shares specified in the subscription form shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, check payable to the order of the Company. In Company in immediately available funds in lawful money of the alternativeUnited States of America. (c) Upon surrender of Warrants in accordance with this Section 7, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without and payment of the exchange of any fundsExercise Price as provided above, the Holder receives that number Warrant Agent shall thereupon promptly notify the Company, and the Warrant Agent shall deliver or cause to be delivered, as promptly as possible thereafter, but in any event within three (3) Business Days of Warrant Shares otherwise issuable upon exercise receipt of its Warrants less that number of Warrant Shares having a fair market value equal such surrender and payment, to the aggregate Exercise Price that would otherwise have been paid by the Holder for the of such Warrant Shares being issued. For purposes Certificate appropriate evidence of the foregoing sentence, "fair market value" ownership of the Warrantany

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which Warrants may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at time after the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, date hereof and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders close of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, business on the Expiration Date. If Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash of the exercise price of $.01 (as adjusted pursuant to Section 12(m)) per share for the Common Stock (the "Exercise Price") will entitle the holder thereof to acquire from the Company fails to give such notice, the Warrants will not expire until 90 days after (and the Company gives shall issue to such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for holder of a Warrant) one fully paid and non-assessable share of the Company's failure authorized but unissued Common Stock (subject to give adjustment as provided in Section 12). No cash dividend shall be paid to a holder of Warrant Shares issuable upon the exercise of Warrants unless such notice other than any holder was, as of the record date for the declaration of such extension. dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent Register Office of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each Warrant Share issuable upon the exercise of such Warrants. Subject to the provisions of this Section 7, upon surrender of the Warrant certificate or certificates, the Company shall issue and deliver with all reasonable dispatch, to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of Warrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants, including, at the Company's option, any cash payable in lieu of fractional interests as provided in Section 16. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Company may issue fractional shares of Common Stock upon exercise of any Warrants in accordance with Section 16. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (provided that Warrants shall be exercisable in multiples of 5,000 Warrants unless all of the Warrants evidenced by a particular certificate are being exercised) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares in respect issuable on such exercise at any time on or prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Company will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of which such Section 4 and this Section 7. All Warrant is then exercised. Payment certificates surrendered upon exercise of the aggregate Exercise Price Warrants shall be made canceled by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Such canceled Warrant Shares on certificates shall then be disposed of in a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal manner satisfactory to the aggregate Exercise Price that would otherwise have been paid by Company and in accordance with any applicable law. The Company shall account promptly in writing with respect to Warrants exercised and all monies received for the Holder for purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. For purposes of In the foregoing sentenceevent that the Company shall purchase or otherwise acquire Warrants, "fair market value" of the WarrantCompany may elect to have the Warrants canceled and retired.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at on or after the opening of business on the Exercisability Separation Date and until 5:00 p.m., New York, New York City timetime on ________, on 2007 (the "Expiration Date Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder Warrant holder shall be entitled to exercise such Holderholder's Warrants at any time, time unless, at the time of exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Warrant Shares has been filed with, and declared effective by, the CommissionSecurities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the Commission SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject Each Warrant, when exercised, will entitle the holder thereof to purchase 1.936 fully paid and nonassessable shares of Common Stock at the provisions of the following paragraph of this Section 10, each Exercise Price. Any Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender by surrendering to the Company at the principal office of the Warrant Agent of the certificate or certificates Certificates evidencing the Warrant Warrants to be exercised with the accompanying form of election to purchase on the reverse thereof duly properly completed and signedexecuted, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company Exercise Price. Payment of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall may be made (A) by Federal wire transfer tendering shares of Preferred Stock having an aggregate Liquidation Preference (as defined in the Certificate of Designation), plus, without duplication, accumulated and unpaid dividends, if any, at the time of tender equal to the account designated Exercise Price, (B) by tendering Exchange Notes having an aggregate principal amount, plus accrued and unpaid interest, if any, at the Company or by certified or official bank check, payable time of tender equal to the order of the Company. In the alternativeExercise Price, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its (C) by tendering Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid Price, (D) in the form of cash or by certified or official bank check payable to the Holder for order of the Warrant Shares being issuedCompany or (E) by any combination of shares of Preferred Stock, Warrants and cash or Exchange Notes, Warrants and cash. For purposes of clause (C) above, the foregoing sentence, "fair market value" value of the WarrantWarrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "Board of Directors"). If Preferred Stock or Exchange Notes are surrendered in payment of the Exercise Price, the Warrant Agent shall deliver such Preferred Stock or Exchange Notes, as applicable, to the Company and the Company shall deliver such Preferred Stock to the Transfer Agent or such Exchange Notes to the Exchange Note Trustee, as applicable, for cancellation and the Transfer Agent or Exchange Note Trustee, as applicable, shall notify the Company in writing whether such Preferred Stock or Exchange Notes, as applicable, were in good form and, if such Preferred Stock or Exchange Notes, as applicable, were in good form the Company shall notify the Warrant Agent in writing that the Company has received full and proper payment of the Exercise Price. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (o) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Successor Guarantor (as hereinafter defined) or the Company, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant at the time of exercise an amount in cash equal to the current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies or surrender to the Company all shares of Preferred Stock or Exchange Notes received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date of business on the Exercisability Date original issuance of the Warrant Certificates and until prior to 5:00 p.m., p.m. New York City timeTime, on June 21, 2012 (the "Expiration Date Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares shares of the Common Stock which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; providedshares of the Common Stock. In addition, however, prior to the delivery of any shares of the Common Stock that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any timeof the Warrants, unlessthe Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Each Warrant, when exercised, will entitle the holder thereof to purchase one share of the Common Stock at the Exercise Price, in each case as adjusted from time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Acttime as herein provided. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the WarrantsNO WARRANT OR ANY SHARES OF COMMON STOCK RECEIVED ON EXERCISE OF A WARRANT MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, (3) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration DateWARRANTS AND THE SHARES OF COMMON STOCK RECEIVED ON EXERCISE OF A WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED THEREBY. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office Warrant Agent Office referred to in Section 20 (the "Warrant Agent Office") of the Warrant Agent of the certificate Certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof (the "Exercise Notice") duly and properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent "Eligible Guarantor Institution" as defined in Rule 17Ad-15(2) promulgated under the United States or a broker or dealer which is a member Securities and Exchange Act of a registered securities exchange or 1934, as amended (the National Association of Securities Dealers, Inc."Exchange Act"), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $25.16 (the "Exercise Price Price"), as adjusted from time to time as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price for all shares of the Common Stock being exercised in respect of a Warrant Certificate shall be made by Federal wire transfer to the account designated by the Company (a) in United States Dollars or (b) by certified or official bank check, check for United States Dollars made payable to the order of the Company"RCN Corporation". In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange lieu of any funds, the Holder receives that number payment of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been as aforesaid and subject to applicable law, the holder of a Warrant may elect to receive from the Company a number of shares of the Common Stock equal to the "Spread" by indicating such election in the Exercise Notice delivered by such Warrant holder. The "Spread" shall, subject to Section 14, be paid by the Holder Company by delivering to such Warrant holder a number of shares of the Common Stock equal to (a)(i) the product of (x) the current market price per share of the Common Stock (as of the date of receipt of the Exercise Notice by the Company) multiplied by (y) the number of shares of the Common Stock underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of shares of the Common Stock underlying the Warrants being exercised, divided by (b) the current market price per share of the Common Stock (as of the date of receipt of the Exercise Notice by the Company). Subject to the provisions of Section 8, upon such exercise of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the Warrant holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the Warrant Shares being issuednumber of full shares of the Common Stock issuable upon the exercise of such Warrants together with cash as provided in Section 14; provided, however, that if any Fundamental Transaction (as defined in Section 12(f)) is proposed to be effected by the Company or there is pending any tender offer or an exchange offer for shares of the Common Stock, upon such exercise of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of shares of the Common Stock issuable upon the exercise of such Warrants in the manner described in this sentence together with any cash as provided in Section 14. For purposes of the foregoing sentencethis Warrant Agreement, a "fair market valuebusiness day" means any day other than a Saturday, Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close or remain closed. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of the WarrantCommon Stock as of the close of business on the date of the exercise of such Warrants and payment of the aggregate Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 14. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares of the Common Stock) and, in the event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the shares of the Common Stock issuable on such exercise at any time prior to the Expiration Date, a new Certificate evidencing the remaining Warrant or Warrants will be promptly issued, and the Warrant Agent is hereby irrevocably authorized and directed to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 7 and of Section 5, and the Company, whenever required by the Warrant Agent or under this Warrant Agreement, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day on which Warrants were exercised (i) the number of shares of Common Stock issued upon exercise of a Warrant and the number of Warrants exercised, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants after such exercise of the Warrants represented by each Warrant Certificate and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by it in payment of the aggregate Exercise Price. The Warrant Agent shall promptly confirm such information to the Company in writing. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders of the Warrants during normal business hours at the Warrant Agent Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at on or after the opening original date of business on issue of the Exercisability Date Warrants (the "Issue Date") and until 5:00 p.m., New York City time, on June 30, 2007 (the "Expiration Date Date"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which that the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as defined below) then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following next paragraph of this Section 10Section, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement and otherwise shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company initial price per share at which Warrant Shares shall give notice not less than 90, and not more than 120, days prior to be purchasable upon exercise of Warrants (the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders "Exercise Price") shall be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension$. 01. The number of Warrant Shares for which a Warrant may be exercised is subject to adjustment as provided in Section 12 hereof. A Warrant may be exercised upon surrender to at the office or agency of the Company at maintained for such purpose, which initially will be the principal corporate trust office of the Warrant Agent in New York, New York, of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent participant in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.recognized Signature Guarantee Medallion Program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall may be made made, in the sole discretion of the Holder, in the form of any of the following: (a) cash or a check or bank draft in New York Clearing House funds, (b) by Federal wire transfer the surrender to the account designated by the Company or by certified or official bank check, payable to the order for cancellation of a portion of the Company. In the alternative, each Warrants held by a Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives representing that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of unissued Warrant Shares having a fair market value Current Market Value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for of the Warrant Shares being issuedobtained or (c) by the surrender of the applicable Warrant and without the payment of the Exercise Price in cash, for such number of Warrant Shares equal to the product of (1) the number of Warrant Shares for which such Warrants are exercisable with payment in cash of the Exercise Price as of the date of exercise and (2) the Cashless Exercise Ratio or (d) by any combination of (a), (b) and (c) above. For purposes of this Agreement, the foregoing sentence"Cashless Exercise Ratio" shall equal a fraction, "fair market value" the numerator of which is the excess of the WarrantCurrent Market Value of the Common Stock on the date of exercise over the Exercise Price Per Share as of the date of exercise and the denominator of which is the Current Market Value of the Common Stock on the date of exercise. An exercise of a Warrant in accordance with the immediately preceding sentences through the surrender of Warrants and not with cash is herein called a "Cashless Exercise." Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the Holder's option to elect a Cashless Exercise, the number of Warrant Shares deliverable upon a Cashless Exercise shall be equal to the number of Warrants that the holder specifies is to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. "Exercise Price Per Share" means the Exercise Price divided by the number of Warrant Shares for which a Warrant is then exercisable (without giving effect to the Cashless Exercise option). Subject to the provisions of Section 6 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Warrant Holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 13; provided, however, that if any consolidation, merger or lease or sale of assets and subsequent liquidation of the Company is proposed to be effected by the Company as described in subsection (k) of Section 12 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall have been made and not terminated, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than three days, other than a Saturday or Sunday or a day on which banking institutions in the State of New York are not open for business ("Business Day") thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 13. Such certificate or certificates shall be deemed to have been issued and any person so named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 7 and of Section 3 hereof, and the Company, whenever required by the Warrant Agent, will promptly supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner consistent with the Warrant Agent's customary procedure for such disposal and in a manner reasonably satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which Warrants may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at time after the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, date hereof and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders close of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, business on the Expiration Date. If Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash of the exercise price of $.01 (as adjusted pursuant to Section 12(m)) per share for the Common Stock (the “Exercise Price”) will entitle the holder thereof to acquire from the Company fails (and the Company shall issue to give such noticeholder of a Warrant) one fully paid and non-assessable share of the Company’s authorized but unissued Common Stock (subject to adjustment as provided in Section 12). No cash dividend shall be paid to a holder of Warrant Shares issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the Warrants will not expire until 90 days after the Company gives record holder of such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. Warrant Shares. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent Register Office of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each Warrant Share issuable upon the exercise of such Warrants. Subject to the provisions of this Section 7, upon surrender of the Warrant certificate or certificates, the Company shall issue and deliver with all reasonable dispatch, to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of Warrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants, including, at the Company’s option, any cash payable in lieu of fractional interests as provided in Section 16. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Company may issue fractional shares of Common Stock upon exercise of any Warrants in accordance with Section 16. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (provided that Warrants shall be exercisable in multiples of 5,000 Warrants unless all of the Warrants evidenced by a particular certificate are being exercised) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares in respect issuable on such exercise at any time on or prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Company will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of which such Section 4 and this Section 7. All Warrant is then exercised. Payment certificates surrendered upon exercise of the aggregate Exercise Price Warrants shall be made canceled by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Such canceled Warrant Shares on certificates shall then be disposed of in a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal manner satisfactory to the aggregate Exercise Price that would otherwise have been paid by Company and in accordance with any applicable law. The Company shall account promptly in writing with respect to Warrants exercised and all monies received for the Holder for purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. For purposes of In the foregoing sentenceevent that the Company shall purchase or otherwise acquire Warrants, "fair market value" of the WarrantCompany may elect to have the Warrants canceled and retired.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period commencing at the opening of business on the Exercisability Date date of original issuance of the Warrant Certificates pursuant to the terms of this Warrant Agreement and until ending at 5:00 p.m., p.m. New York City time, on October 1, 2015 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided. The Company shall, howeverpromptly after the Expiration Date, provide the Warrant Agent with written notice of the Expiration Date. In addition, prior to the delivery of any Warrant Shares that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any time, unless, at of the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective byWarrants, the CommissionCompany shall comply with all applicable federal and state laws, rules and no stop order suspending the effectiveness of such registration statement has been issued regulations which require action to be taken by the Commission or Company. (iib) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this adjustments set forth in Section 1012, each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price then in effect for such share of Common Stock. Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If . (c) Subject to the Company fails to give such noticeterms and conditions set forth herein, the holder of Warrants will not expire may, until 90 days after 5:00 p.m. New York City time, on the Company gives such notice; providedExpiration Date, howeverexercise, in no event will Holders be entitled whole or in part, at any time or from time to any damages or other remedy for time, such holder’s right to purchase Warrant Shares by: (i) providing written notice of such election (a “Warrant Exercise Notice”) to exercise the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender Warrants to the Company and Warrant Agent at the principal office of the Warrant Agent of Office, by overnight courier no later than 5:00 p.m. New York City time, on the certificate or certificates evidencing the Expiration Date, which Warrant to Exercise Notice shall be exercised with in the form of an election to purchase Warrant Shares substantially in the form set forth either (x) in Exhibit B-1 hereto, properly completed and duly executed by the holder, provided that such written notice may only be submitted by a holder with respect to Book-Entry Warrants; or (y) in Exhibit B-2 hereto, properly completed and duly executed by the holder, provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depositary, by or through persons that are direct participants in the Depositary; (ii) delivering no later than 5:00 p.m., New York City time, on the reverse thereof duly completed and signedbusiness day immediately prior to the applicable Settlement Date (as defined below), which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment such Warrants to the Warrant Agent for by book-entry transfer through the account facilities of the Company of Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) subject to Section 8(h) below, paying the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the applicable aggregate Exercise Price shall be made by Federal wire transfer for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. “Settlement Date”. (d) For purposes of this Section 8, the foregoing sentence, "fair market value" of following terms shall have the Warrantmeanings set forth below:

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m.9:00 A.M., New York City time, on the date of this Warrant Agreement and until 5:00 P.M., New York City time, on July 10, 2002 (the "Expiration Date Time") to receive purchase from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant Holder may at the time be entitled to receive (the "Exercise Quantity", as further defined in Section 11) on exercise of such WRT Warrants and payment of the Exercise Price (as defined in Section 11) then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each WRT Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date Time shall become null and void and all rights thereunder and all rights in respect thereof under this Warrant Agreement and the Warrant Certificates shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to If the Expiration Date to Time shall not be a business day, then the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, Expiration Time shall be on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extensionnext succeeding business day. (b) A WRT Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent designated for such purpose of the certificate Warrant Certificate or certificates Warrant Certificates evidencing the Warrant WRT Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by an eligible guarantor institution (a bank bank, stockbroker, savings and loan association or trust company having credit union with membership in an office or correspondent in approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.Exchange Act, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each the number of the Warrant Shares in respect of which such Warrant is WRT Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, payable check to the order of the Warrant Agent, as Warrant Agent for the Company. In . (c) Subject to the alternativeprovisions of Section 7 hereof, each Holder may exercise its right upon such surrender of WRT Warrants, delivery of required documents and payment of the Exercise Price, the Company (or the surviving entity in the case of a Non- Surviving Combination as defined in subsection (l) of Section 12 hereof) shall issue and cause the Warrant Agent to receive deliver as described in subsection (d) hereof a certificate or certificates for the number of full Warrant Shares on (or 8 other cash or property to which the Warrant Holder is entitled) issuable (or deliverable) upon the exercise of such WRT Warrants together with cash as provided in Section 13; provided, however, that after the first public announcement that any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (l) of Section 12 hereof, or a net basistender offer or an exchange offer for shares of WRT Common Stock shall be made, upon such that without surrender of WRT Warrants, delivery of required documents and payment of the exchange of any fundsExercise Price as aforesaid, the Holder receives that Company shall, as soon as possible, but in any event not later than three (3) business days thereafter, issue and cause to be delivered the full number of Warrant Shares otherwise issuable upon the exercise of its such WRT Warrants less that in the manner described in this sentence together with cash as provided in Section 13. Such certificate or certificates (or such other cash or property) shall be deemed to have been issued (or delivered) and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares (or such other cash or property) as of the date of the surrender of such WRT Warrants, the delivery of required documents and payment of the Exercise Price. (d) As promptly as practicable after an exercise of WRT Warrants in accordance with this Section 6, and in any event within three (3) business days after such exercise, the Warrant Agent will (1) requisition from any transfer agent for the WRT Common Stock (the "Transfer Agent") (or make available, if the Warrant Agent is the Transfer Agent) certificates representing the number of Warrant Shares having a fair market value equal to be purchased (and the Company hereby irrevocably authorizes and directs the Warrant Agent to so requisition and its Transfer Agent to comply with all such requests), (2) after receipt of such certificates, cause the same to be delivered to or upon the order of the Warrant Holder exercising such WRT Warrants, registered in such name or names as may be designated by such Warrant Holder, (3) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional Warrant Shares or fractional interests in any other securities, as the case may be, in accordance with the provisions of Section 13 and (4) when appropriate, after receipt, deliver such cash to or upon the order of the Warrant Holder exercising such WRT Warrants. (e) Subject to the aggregate Exercise Price provisions of this Warrant Agreement and the Warrant Certificates, the WRT Warrants shall be exercisable, at the election of the Warrant Holders thereof, either in full or from time to time in part and, in the event that would otherwise have been paid by the Holder for a certificate evidencing WRT Warrants is exercised in respect of fewer than all of the Warrant Shares being issuable on such exercise at any time prior to the Expiration Time, a new certificate evidencing the remaining WRT Warrant or WRT Warrants will be issued. For purposes , and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Warrant Certificates pursuant to the provisions of this Section and of Sections 3 and 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the foregoing sentence, "fair market value" Company for such purpose. (f) All Warrant Certificates surrendered upon exercise of WRT Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to WRT Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the WarrantWarrant Shares through the exercise of such WRT Warrants. (g) The Warrant Agent and the Transfer Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the Warrant Holders during normal business hours at each of their offices. The Company shall supply the Warrant Agent and the Transfer Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent and/or the Transfer Agent may request and the Company will furnish to the Warrant Agent and the Transfer Agent a copy of all notices of adjustments and certificates related thereto transmitted to each Warrant Holder pursuant to Section 14 hereof. (h) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (1) the number of WRT Warrants delivered to it in accordance with the terms and conditions of this Warrant Agreement and the Warrant Certificates, (2) the instructions of each Warrant Holder with respect to delivery of the Warrant Shares or other cash or property to which such Warrant Holder is entitled upon such delivery, (3) the delivery of Warrant Certificates evidencing the balance, if any, of the WRT Warrants remaining after such delivery and (4) such other information as the Company shall reasonably request. (i) Warrant Holders, as such, shall not be entitled (1) to receive any dividends in respect of such Warrant Holders' Warrant Shares, (2) to vote or to receive notice of any meeting of the Company's stockholders for the election of Directors or for any other matter whatsoever or (3) to otherwise exercise any rights of, or to receive any notices delivered to, holders of WRT Common Stock until such Warrant Holder surrenders its Warrant Certificate(s) to the Warrant Agent, pays the Exercise Price and delivers all other required documentation, all as set forth in this Warrant Agreement and the Warrant Certificates, and the Warrant Shares in respect of such WRT Warrants are issued to such Warrant Holder.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business 9:00 a.m., New York City time, on the Exercisability Date Issuance Date, and until 5:00 p.m., New York City time, on the Expiration Date second anniversary of the Issuance Date, to receive purchase from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive (the "Exercise Quantity") on exercise of such Warrants and payment of the Exercise Price (as defined below) then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date second anniversary of the Issuance Date, shall become void and all rights thereunder and all rights in respect thereof under this Agreement and the Warrant Certificates shall cease as of such time. No adjustments as to dividends will be made upon exercise If the date on which the Warrants expire (i.e., the second anniversary of the Warrants. The Company Issuance Date) or the date on which they became exercisable (i.e., the Issuance Date) shall give notice not less than 90be a business day, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and shall expire or become void exercisable, as of 5:00 p.m., New York City timethe case may be, on the Expiration Datenext succeeding business day. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent designated for such purpose of the certificate Warrant Certificate or certificates Certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed in accordance with the Medallion Signature Guarantee Program by a bank or trust company having an office or correspondent correspondence in the United States States, or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.Inc. (together, in the case of a Non-Surviving Combination (as defined below), with such other documentation required to be delivered by holders of Common Stock before such Holders are entitled to receive consideration in respect of their shares), and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, payable check to the order of the Company. In The Company shall have the alternativeright to accept personal checks, each in its sole and absolute discretion at any time and from time to time, provided, however, that payment of the Exercise Price for any Warrant Shares shall not be deemed to have been made until such personal check has been collected and such funds credited to the Company's account. Subject to the provisions of Section 7 hereof, upon such delivery of Warrants, delivery of required documents and payment of the Exercise Price, the Company (or the surviving entity in the case of a Non-Surviving Combination) shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Warrant Holder may exercise its right to receive designate, a certificate or certificates for the number of full Warrant Shares on (or other cash or property to which the Warrant Holder is entitled) issuable (or deliverable) upon the exercise of such Warrants together with cash as provided in Section 13; provided, however, that after the first public announcement that any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (e) of Section 12 hereof, or a net basistender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such that without surrender of Warrants, delivery of required documents and payment of the exchange of any fundsExercise Price as aforesaid, the Holder receives that Company shall, as soon as possible, but in any event not later than five (5) business days thereafter, issue and cause to be delivered the full number of Warrant Shares otherwise issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 13. Such certificate or certificates (or such other cash or property) shall be deemed to have been issued (or delivered), and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares (or such other cash or property) as of the date of the surrender of such Warrants, the delivery of required documents and payment of the Exercise Price. Subject to the provisions of this Agreement and the Warrant Certificates, the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time-to-time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Sections 3 and 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of its Warrants less that number shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Shares having Agent in a fair market value equal manner satisfactory to the aggregate Exercise Price that would otherwise have been paid Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Holder Warrant Agent for the purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. For purposes The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time-to-time with such numbers of copies of this Agreement as the Warrant Agent may request. The Warrant Agent shall, from time-to-time, as promptly as practicable, advise the Company of (i) the numbers of Warrants delivered to it in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each Holder of the foregoing sentence, "fair market value" Warrant Certificates evidencing such Warrants with respect to delivery of the WarrantWarrant Shares or other cash or property to which such Holder is entitled upon such delivery, (iii) the delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such delivery, and (iv) such other information as the Company shall reasonably request. Warrant Holders, as such, shall not be entitled (i) to receive any dividends in respect of such Holder's Warrant Shares, or (ii) to vote, or to receive notice of any meeting of the Company's stockholders, or otherwise exercise any rights of, or to receive any notices delivered to, Holders of Common Stock until such Holder surrenders certificates representing such Holder's Warrants to the Warrant Agent, pays the Exercise Price and delivers all other required documentation, all as set forth in this Agreement and the Warrant Certificates, and the Warrant Shares in respect of such Warrant are issued to such Holder.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date of business on original issuance of the Exercisability Date Warrant Certificates pursuant to the terms of this Warrant Agreement and until prior to 5:00 p.m., p.m. New York City timeTime, on December 21, 2006 (the "Expiration Date Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares shares of the New Common Stock which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; providedshares of the New Common Stock. In addition, however, prior to the delivery of any shares of the New Common Stock that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any timeof the Warrants, unlessthe Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Each Warrant, when exercised, will entitle the holder thereof to purchase one share of the New Common Stock at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActExercise Price. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office Warrant Agent Office referred to in Section 20 (the "Warrant Agent Office") of the Warrant Agent of the certificate Certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof (the "Exercise Notice") duly and properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent "Eligible Guarantor Institution" as defined in Rule 17Ad-15(2) promulgated under the United States or a broker or dealer which is a member Securities and Exchange Act of a registered securities exchange or 1934, as amended (the National Association of Securities Dealers, Inc."Exchange Act"), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $34.16 (the "Exercise Price Price"), as adjusted from time to time as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is Share then exercised. Payment of the aggregate Exercise Price for all shares of the New Common Stock being exercised in respect of a Warrant shall be made by Federal wire transfer to the account designated by the Company (a) in United States Dollars or (b) by certified or official bank check, check for United States Dollars made payable to the order of the Company"RCN Corporation". In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange lieu of any funds, the Holder receives that number payment of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been as aforesaid and subject to applicable law, the holder of a Warrant may elect to receive from the Company a number of shares of the New Common Stock equal to the "Spread" by indicating such election in the Exercise Notice delivered by such Warrant holder. The "Spread" shall, subject to Section 14, be paid by the Holder Company by delivering to such Warrant holder a number of shares of the New Common Stock equal to (a)(i) the product of (x) the current market price per share of the New Common Stock (as if the date of receipt of the Exercise Notice to the Company) multiplied by (y) the number of shares of the New Common Stock underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of shares of the New Common Stock underlying the Warrants being exercised, divided by (b) the current market price per share of the New Common Stock (as of the date of receipt of the Exercise Notice to the Company). Subject to the provisions of Section 8, upon such surrender of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the Warrant holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the Warrant Shares being issued. For purposes number of full shares of the foregoing sentenceNew Common Stock issuable upon the exercise of such Warrants together with cash as provided in Section 14; provided, "fair market value" however, that if any Fundamental Transaction (as defined in Section 12(h)) is proposed to be effected by the Company or there is pending any tender offer or an exchange offer for shares of the WarrantNew Common Stock, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing at the opening of business 9:00 a.m., New York City time, commencing on the Exercisability 30th day after the Closing Date and until ending at 5:00 p.m., New York City time, on the Expiration Date Date, to receive from the Company Warrant Issuers the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise -------- ------- such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10Xxxxxxx 0, each Warrant xxxx Xxxxxxx not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company Warrant Issuers shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails Warrant Issuers fail to give such notice, the Warrants will not expire until 90 days after the Company gives Warrant Issuers give such notice; , provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's Warrant Issuers' failure to give such notice other than any such extension. . A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent Issuers of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company Issuers of the Exercise Price as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, payable to the order of the CompanyWarrant Issuers. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by tendering Loans or converted Notes having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "fair market value" of the WarrantWarrant Shares shall be as determined by the Boards of Directors of the Warrant Issuers in good faith and evidenced by a resolution thereof. The Warrant Issuers shall notify the Holders in writing of any such determination of fair market value. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Issuers shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the 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 certificate or certificates representing the Warrant Shares 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 14. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 4 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled. Such cancelled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Exercise Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant SharesPrice; provided, however, provided that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exerciseexercise (A), (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to Act and (B) such Warrant Shares are qualified for sale or exempt from qualification under the provisions applicable securities laws of the following paragraph states in which the various holders of this Section 10, each the Warrants or other Persons to whom it is proposed that the Warrant not exercised prior to 5:00 p.m., New York City time, Shares be issued on exercise of the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such timeWarrants reside. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90Upon the occurrence of a Change of Control or an IPO, and not more than 120, days prior Holders will be required to exercise their Warrants at such time in the Expiration Date manner set forth in Section 6. In order to the Holders exercise all or any of all then outstanding Warrants to the effect that the Warrants will terminate and become void as represented by a Warrant Certificate, (i) in the case of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such noticeDefinitive Warrants, the Warrants will not expire until 90 days after holder thereof must surrender for exercise the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender Certificate to the Company at the principal office of the Warrant Agent at its New York corporate trust office, (ii) in the case of a book-entry interest in a Global Warrant, the exercising Participant whose name appears on a securities position listing of the certificate Depositary as the holder of such book-entry interest must comply with the Depositary's procedures relating to the exercise of such book-entry interest in such Global Warrant and (iii) in the case of both Global Warrants and Definitive Warrants, the holder thereof or certificates evidencing the Participant, as applicable, must deliver to the Company at the office of the Warrant to be exercised with Agent the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be a medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, which is set forth in the form of Warrant Certificate as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. In addition, if the holder is exercising warrants sold pursuant to Regulation S, (A) such holder must certify in writing that (i) it is not a "U.S. person" within the meaning of Rule 902(k) of Regulation S under the Securities Act, (ii) the Warrants are not being purchased or exercised on behalf of or for the account or benefit of a "U.S. person", (iii) such Holder will resell such Warrants only in accordance with the provisions of Rules 901 through 905 of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration, and (iv) such Holder will not engage in hedging transactions with regard to the Warrants and the shares issuable on exercise of such Warrants unless in compliance with the Securities Act or (B) give a written opinion of counsel to the effect that the warrant and the securities delivered upon exercise thereof have been registered under the Securities Act or are exempt from registration thereunder. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company (i) in cash or by certified or official bank check, payable to the order of the Company. In , (ii) by tendering Notes having an aggregate principal amount at the alternativetime of tender, each Holder may plus accrued and unpaid interest, if any, thereon, to the date of exercise its right (or if such exercise occurs prior to receive Warrant Shares December 1, 2002, an Accreted Value (as defined in the Indenture) on a net basisthe date of exercise) equal to the Exercise Price, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its (iii) by tendering Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid or (iv) by the Holder for the Warrant Shares being issuedtendering a combination of cash, Notes and Warrants. For purposes of clause (iii) above, the foregoing sentence, "fair market value" value of the Warrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the 10 trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such 10-trading-day period) and (b) the Exercise Price, and (2) zero; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in good faith by the Board of Directors of the Company. The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. If Notes are surrendered in payment of the Exercise Price, the Warrant Agent shall deliver such Notes to the Company and the Company shall deliver such Notes to the Trustee for cancellation and, upon written notification from the Trustee to the Company that such Notes were in good form, the Company shall notify the Warrant Agent in writing that the Company has received full and proper payment of the Exercise Price. Upon surrender of any Notes in payment of the Exercise Price and cancellation of such Notes, the Trustee or the Depositary (as defined in the Indenture) at the direction of the Trustee, as applicable, shall issue a new Note with a principal amount at maturity adjusted to reflect the reduction for payment of the Exercise Price, in accordance with Article 2 of the Indenture. Subject to the provisions of Section 9 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the 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 certificate or certificates representing the Warrant Shares 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 14. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercise Date, at the election of the Holders thereof, either in full or from time to time in part. If less than all the Warrants represented by a Definitive Warrant are exercised, such Definitive Warrant shall be surrendered and a new Definitive Warrant of the same tenor 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 Definitive Warrant, registered in such name or names as may be directed in writing by the holder, and shall deliver the new Definitive Warrant to the Person or Persons entitled to receive the same. The Warrant Agent shall make such notations on Schedule A to each Global Warrant as are required to reflect any change in the number of Warrants represented by such Global Warrant resulting from any exercise in accordance with the terms hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request. All certificates representing Warrant Shares issued in a transaction exempt from registration under the Securities Act shall bear the following legend (provided that if no legend is required none shall be placed on the Warrant Shares): THIS SECURITY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date of business on the Exercisability Date original issuance of the Warrant Certificates and until prior to 5:00 p.m., p.m. New York City timeTime, on June 21, 2012 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares shares of the Common Stock which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; providedshares of the Common Stock. In addition, however, prior to the delivery of any shares of the Common Stock that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any timeof the Warrants, unlessthe Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Each Warrant, when exercised, will entitle the holder thereof to purchase one share of the Common Stock at the Exercise Price, in each case as adjusted from time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Acttime as herein provided. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the WarrantsNO WARRANT OR ANY SHARES OF COMMON STOCK RECEIVED ON EXERCISE OF A WARRANT MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OF FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, (3) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration DateWARRANTS AND THE SHARES OF COMMON STOCK RECEIVED ON EXERCISE OF A WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED THEREBY. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office Warrant Agent Office referred to in Section 20 (the “Warrant Agent Office”) of the Warrant Agent of the certificate Certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof (the “Exercise Notice”) duly and properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent “Eligible Guarantor Institution” as defined in Rule 17Ad-15(2) promulgated under the United States or a broker or dealer which is a member Securities and Exchange Act of a registered securities exchange or 1934, as amended (the National Association of Securities Dealers, Inc.“Exchange Act”), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $25.16 (the “Exercise Price Price”), as adjusted from time to time as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price for all shares of the Common Stock being exercised in respect of a Warrant Certificate shall be made by Federal wire transfer to the account designated by the Company (a) in United States Dollars or (b) by certified or official bank check, check for United States Dollars made payable to the order of the Company“RCN Corporation”. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange lieu of any funds, the Holder receives that number payment of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been as aforesaid and subject to applicable law, the holder of a Warrant may elect to receive from the Company a number of shares of the Common Stock equal to the “Spread” by indicating such election in the Exercise Notice delivered by such Warrant holder. The “Spread” shall, subject to Section 14, be paid by the Holder Company by delivering to such Warrant holder a number of shares of the Common Stock equal to (a)(i) the product of (x) the current market price per share of the Common Stock (as of the date of receipt of the Exercise Notice by the Company) multiplied by (y) the number of shares of the Common Stock underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of shares of the Common Stock underlying the Warrants being exercised, divided by (b) the current market price per share of the Common Stock (as of the date of receipt of the Exercise Notice by the Company). Subject to the provisions of Section 8, upon such exercise of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the Warrant holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the Warrant Shares being issuednumber of full shares of the Common Stock issuable upon the exercise of such Warrants together with cash as provided in Section 14; provided, however, that if any Fundamental Transaction (as defined in Section 12(f)) is proposed to be effected by the Company or there is pending any tender offer or an exchange offer for shares of the Common Stock, upon such exercise of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of shares of the Common Stock issuable upon the exercise of such Warrants in the manner described in this sentence together with any cash as provided in Section 14. For purposes of the foregoing sentencethis Warrant Agreement, "fair market value" a “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close or remain closed. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of the WarrantCommon Stock as of the close of business on the date of the exercise of such Warrants and payment of the aggregate Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 14. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares of the Common Stock) and, in the event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the shares of the Common Stock issuable on such exercise at any time prior to the Expiration Date, a new Certificate evidencing the remaining Warrant or Warrants will be promptly issued, and the Warrant Agent is hereby irrevocably authorized and directed to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 7 and of Section 5, and the Company, whenever required by the Warrant Agent or under this Warrant Agreement, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day on which Warrants were exercised (i) the number of shares of Common Stock issued upon exercise of a Warrant and the number of Warrants exercised, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants after such exercise of the Warrants represented by each Warrant Certificate and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by it in payment of the aggregate Exercise Price. The Warrant Agent shall promptly confirm such information to the Company in writing. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders of the Warrants during normal business hours at the Warrant Agent Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Each Adelphi Warrant entitles the registered owner thereof to purchase one share of Common Stock (as adjusted), at a purchase price per share of $2.72 (the "Exercise Price") at any time from the first anniversary of the effective date of the Registration Statement relating to such initial public offering until 5:00 p.m. New York City time, on the date six years from the effective date of such Registration Statement, (the "Expiration Date"). The Exercisustment upon the occurrence of certain events, pursuant to the provisions of Section 6 of this Agreement. Subject to the terms provisions of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m.as set forth in such Adelphi Warrants, New York City time, on the Expiration Date to receive purchase from the Company (and the Company shall issue and sell to such Holder) the number of fully paid and nonassessable shares of Common Stock specified in such Adelphi Warrants, upon surrender to the Company, or its duly authorized agent, of such Adelphi Warrants, with the form of election to purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price, as adjusted in accordance with the provisions of Section 6 of this Agreement, for the number of Warrant Shares in respect of which such Adelphi Warrants are then exercised. Payment of such Exercise Price may be made in cash or by check payable to the Holder may at order of the time company. No adjustment shall be entitled to receive made for any dividends on any shares of stock issuable upon exercise of such an Adelphi Warrant. Upon each surrender of Adelphi Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective byas aforesaid, the Commission, Company shall issue and no stop cause to be delivered with all reasonable dispatch to or upon the written order suspending of the effectiveness Holder of such registration statement has been issued by the Commission or Adelphi Warrants and (ii) the issuance subject to receipt of the Warrant Shares is permitted pursuant to an exemption from the registration requirements evidence of the Securities Act. Subject to compliance with the provisions of the following paragraph Section 9 of this Section 10Agreement) in such name or names as such Holder may designate, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the a certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account number of the Company of the Exercise Price as adjusted as herein provided for each of the full Warrant Shares so purchased upon the exercise of such Adelphi Warrants, together with cash, as provided in Section 7 of this Agreement, in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of fractional Warrant Shares otherwise issuable upon surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Warrant Shares as of the date of the surrender of such Adelphi Warrants and payment of the exercise Price as aforesaid. The rights of its purchase represented by Adelphi Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, if and Adelphi Warrant is exercised in respect of less that than all of the Warrant Shares purchasable on such exercise, a new Adelphi Warrant or Adelphi Warrants shall be issued for the remaining number of Warrant Shares having a fair market value equal to specified in the aggregate Exercise Price that would otherwise have been paid by the Holder for the Adelphi Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrantso surrendered.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (ia) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on February 28, 2008 (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as . (b) Subject to dividends will the terms of this Agreement, each Warrant shall be made upon exercise exercisable, in full and not in part, at the election of the Warrants. The Company shall give notice not less than 90Holder thereof, during the period commencing at the opening of business on the Issue Date and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of until 5:00 p.m., New York City time, time on the Expiration Date. If , and shall entitle the Holder thereof to receive from the Company fails one (1) fully paid and nonassessable share of Common Stock upon exercise of such Warrant and payment of the Exercise Price then in effect in cash, by wire transfer or by certified or official check payable to give such noticethe order of the Company. (c) In order to exercise all or any of the Warrants, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled Holder thereof must deliver to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of at the certificate or certificates evidencing Corporate Trust Office (i) the Warrant to be exercised with Certificates evidencing such Warrants, (ii) the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon (iii) payment to the Warrant Agent for the account of the Company of the then-current Exercise Price as adjusted as herein provided Price, in the manner set forth in Section 4.01(b) for each the number of the Warrant Shares in respect of which the Warrants are being exercised. (d) No fractional Warrant Shares are to be issued upon any exercise of a Warrant, but rather cash in lieu of fractional shares shall be delivered to the Holder as provided in Section 6.02. (e) If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant is then exercised. Payment of the aggregate Exercise Price Certificate shall be made by Federal wire transfer to surrendered and a new Warrant Certificate for the account designated number of Warrants which were not exercised shall be executed by the Company or by certified or official bank check, payable and delivered to the order 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. (f) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. In the alternative, each Holder may exercise its right to receive The Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal Agent shall account promptly to the aggregate Exercise Price that would otherwise have been paid Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Holder Warrant Agent for the purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. (g) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at the Corporate Trust Office. For purposes The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the foregoing sentence, "fair market value" of the WarrantWarrant Agent may reasonably request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this AgreementWarrant Agreement (including without limitation, Section 12(d)), each Warrant Holder holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period (x) commencing at the opening of business on the Exercisability Date business day (as defined below) immediately following a period of 30 consecutive Trading Days ending prior to, but not including, such business day during which the Closing Price of the Common Stock for at least 20 of the Trading Days within such 30-day period is equal to or greater than $39.63 (as adjusted from time to time in accordance with the terms hereof, the “Trigger Price”) and until (y) ending at 5:00 p.m., p.m. New York City timeTime, on [November ,] 2014 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants Warrant and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided. In addition, however, prior to the delivery of any Warrant Shares that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any time, unless, at of the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective byWarrants, the CommissionCompany shall comply with all applicable federal and state laws, rules and no stop order suspending the effectiveness of such registration statement has been issued regulations which require action to be taken by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActCompany. Subject to the provisions of terms and conditions set forth herein, the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on holder may exercise the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as Warrants by: (i) providing written notice of such time. No adjustments as election (the “Warrant Exercise Notice”) to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that Company and the Warrants will terminate and become void as of Warrant Agent no later than 5:00 p.m., p.m. New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, which Warrant Exercise Notice shall be in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of an election to purchase Warrant Shares substantially set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted by a holder who holds Book-Entry Warrants or (y) in Exhibit B-2 hereto, properly completed and executed by the holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; and (ii) delivering no later than 5:00 p.m. New York City time, on the reverse thereof duly completed and signedbusiness day immediately prior to the applicable Settlement Date (as defined below), which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment such Warrants to the Warrant Agent for by book-entry transfer through the account facilities of the Company of Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the applicable aggregate Exercise Price shall be made by Federal wire transfer for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. “Settlement Date”. (b) For purposes of this Section 8, the foregoing sentence, "fair market value" of following terms shall have the Warrantmeanings set forth below:

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (ia) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Series A Warrant not exercised prior to 5:00 p.m., New York City time, on March 15, 2010 (the “Series A Expiration Date Date”) shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice Each Series B Warrant not less than 90, and not more than 120, days exercised prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on March 15, 2008 (the “Series B Expiration Date. If ”) shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. (b) Subject to the terms of this Agreement, each Series A Warrant shall be exercisable, in full and not in part, at the election of the Holder thereof, during the period commencing at the opening of business on the Issue Date and until 5:00 p.m., New York City time on the Series A Expiration Date, and shall entitle the Holder thereof to receive from the Company fails one (1) fully paid and nonassessable shares of Common Stock upon exercise of such Series A Warrant and payment of the Series A Exercise Price then in effect in cash, by wire transfer or by certified or official check payable to give the order of the Company. Subject to the terms of this Agreement, each Series B Warrant shall be exercisable, in full and not in part, at the election of the Holder thereof, during the period commencing at the opening of business on the Issue Date and until 5:00 p.m., New York City time on the Series B Expiration Date, and shall entitle the Holder thereof to receive from the Company one (1) fully paid and nonassessable shares of Common Stock upon exercise of such noticeSeries B Warrant and payment of the Series B Exercise Price then in effect in cash, by wire transfer or by certified or official check payable to the order of the Company. (c) In order to exercise all or any of the Warrants, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled Holder thereof must deliver to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of at the certificate or certificates evidencing Corporate Trust Office (i) the Warrant to be exercised with Certificates evidencing such Warrants, (ii) the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon (iii) payment to the Warrant Agent for the account of the Company of the then-current Series A Exercise Price as adjusted as herein provided for each (in the case of exercise of the Series A Warrants) or Series B Exercise Price (in the case of exercise of the Series B Warrants), in the manner set forth in Section 4.01(b) for the number of Warrant Shares in respect of which the Warrants are being exercised. (d) No fractional Warrant Shares are to be issued upon any exercise of a Warrant, but rather cash in lieu of fractional shares shall be delivered to the Holder as provided in Section 6.02. (e) If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant is then exercised. Payment Certificate shall be surrendered and a new Warrant Certificate of the aggregate Exercise Price same series and for the number of Warrants which were not exercised shall be made by Federal wire transfer to the account designated executed by the Company or by certified or official bank check, payable and delivered to the order 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. (f) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. In The Warrant Agent shall account promptly to the alternativeCompany with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (g) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at the Corporate Trust Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request. (h) Notwithstanding anything to the contrary set forth in this Agreement or in any Warrant Certificate, each no Holder may exercise its right to receive a Warrant Shares on a net basis, such if the Company determines that without the exchange of any funds, the Holder receives that number issuance of Warrant Shares otherwise issuable to the Holder of such Warrant upon the exercise thereof would cause the percentage of shares of Common Stock then outstanding that is owned by Aliens to exceed the Permitted Percentage. The Company may in its Warrants less discretion require any Holder that number seeks to exercise a Warrant to submit such proof of citizenship as the Company may require in order to determine that the issuance of Warrant Shares having a fair market value equal to the aggregate Exercise Price Holder of such Warrant upon the exercise thereof would not cause the percentage of shares of Common Stock then outstanding that would otherwise have been paid is owned by Aliens to exceed the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the WarrantPermitted Percentage.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time during the period commencing at the opening of business on the Exercisability Date date of issuance of the Warrants and until ending immediately prior to 5:00 p.m., New York City time, on October 29, 2007 (the Expiration Date "Exercise Period"), to receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the Holder may at the time be entitled to receive on upon exercise of such Warrants and payment upon payment, subject to Section 3(f), of $5.114 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the "Exercise Price"), in cash, by wire transfer or by certified or official bank check payable to the order of the Exercise Price then in effect for such Warrant SharesCompany; provided, however, provided that no Holder Holders holding Warrants shall be entitled able to exercise such Holder's their Warrants at any time, unless, at only in accordance with the time of exercise, procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then effective under the Securities Act relating to of 1933, as amended (the Warrant Shares has been filed with"Securities Act"), and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the exercise of such Warrants and the issuance of the Warrant Shares upon such exercise is permitted pursuant to an exemption exempt from the registration requirements of the Securities Act. Subject to Act and such Warrant Shares are qualified for sale or exempt from registration or qualification under the provisions applicable securities laws of the following paragraph states in which the various Holders of this Section 10, each the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued upon exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on October 29, 2007 (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will shall be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior . (b) In order to exercise all or any of the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such noticeWarrants, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled Holder thereof must deliver to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing at its office set forth in Section 11 (i) the Warrant to be exercised with Certificate (in the case of Definitive Warrants), (ii) the form of election to purchase on the reverse thereof duly completed and properly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon (iii) subject to Section 3(f), payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each the number of the Warrant Shares in respect of which such Warrants are then exercised, as provided in Section 3(a). (c) If, at the time of the surrender of a beneficial interest in any Restricted Global Warrant or a Restricted Definitive Warrant in connection with any exercise of such Warrant, such exercise and the issuance of the Warrant Shares issuable upon such exercise shall not be registered under the Securities Act, it shall be a condition to such exercise and the issuance of such Warrant Shares that (i) the Holder of such Warrant furnish to the Company an investment letter substantially in the form of Exhibit B hereto and (ii) the Holder or each other Person to whom it is proposed that such Warrant Shares be issued qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act. The Company may waive compliance with such condition, in whole or in part, in its sole discretion. (d) Subject to the provisions of Section 10, upon specific written instruction from the Company, the Warrant Agent shall deliver or cause to be delivered with all reasonable dispatch, in such name or names as the Holder may designate in writing, a certificate or certificates for the number of whole Warrant Shares issuable upon exercise of the Warrants delivered by the Holder for exercise. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and, subject to Section 3(f), payment of the Exercise Price; provided, however, that if such Person would be so deemed to have become a holder of record of Warrant Shares as of a date of record referred to in Section 7(d), then, notwithstanding the foregoing, such Person shall be deemed to have become a holder of record of such Warrant Shares on the first Business Day immediately following such date of record. (e) The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part, provided that Warrants may not be exercised by any Holder for an amount less than 100 Warrant Shares unless such Holder only owns, in the aggregate, such lesser amount. If fewer than all 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 for the number of Warrants which were not exercised shall be executed promptly by the Company and delivered promptly to the Warrant Agent and, upon written notice thereof from the Company, 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 promptly deliver the new Warrant Certificate to the Person or Persons entitled to receive such new Warrant Certificate (as specified in writing by the Company). (f) Subject to the last sentence of this Section 3(f), in lieu of making the payment of the Exercise Price in connection with the exercise of each Warrant pursuant to Section 3(a) (but in all other respects in accordance with the exercise procedure set forth above, as such exercise procedure may be adjusted to reflect the conversion referred to herein), the Holder of each Restricted Warrant may elect to convert such Restricted Warrant into shares of Common Stock by providing the Company and the Warrant Agent with joint written notification of such election, in which event the Company shall issue to such Holder the number of shares of Common Stock calculated in accordance with the following formula: X = (A - B) x C --------------- A where X = the number of shares of Common Stock issuable upon exercise pursuant to this Section 3(f) A = the Closing Price on the Business Day immediately preceding the date on which the Holder delivers the Warrant Certificate and form of election to purchase to the Company pursuant to Section 3(b) B = the Exercise Price C = the number of shares of Common Stock as to which such Restricted Warrant is then exercisedbeing exercised pursuant to Section 3(a) If the foregoing calculation results in a negative number, no shares of Common Stock shall be issued upon conversion pursuant to this Section 3(f). Payment Notwithstanding any provision of this Agreement to the contrary, the Holder of any Restricted Warrant may elect to convert such Restricted Warrant into shares of Common Stock as provided in this Section 3(f) only if the Board of Directors shall determine that upon such conversion the Company shall receive consideration in an amount not less than the par value of the aggregate Exercise Price shares of Common Stock issuable upon such conversion. Any reference in this Agreement or any Warrant to exercise of a Warrant shall be made deemed also to refer to conversion of a Restricted Warrant in accordance with this Section 3(f), as the context may require. (g) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by Federal wire transfer the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the account designated Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (h) The Warrant Agent shall keep copies of this Agreement and any written notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request. (i) For so long as the Holders of the Warrants on the Issue Date continue to be the beneficial and record owners of at least 50% of all Warrants then outstanding, in the event of: (i) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of Capital Stock of any class or any other securities or property, or to receive any other right, other than, in each case, (A) a regular quarterly or other periodic dividend publicly announced by the Company or by certified or official bank checkprovided for in the instrument governing such class of securities (including, without limitation, dividends payable on the Series A Preferred Stock pursuant to the order Series A Certificate of Designation as in effect on or prior to the Amendment Date or on the Series B Preferred Stock pursuant to the Series B Certificate of Designation as in effect on the Amendment Date), (B) any other issuance of Series B Preferred Stock after the Amendment Date pursuant to the Series B Certificate of Designation as in effect on the Amendment Date or (C) a regular quarterly or other periodic payment of interest in cash or securities on any issue of the Company. In 's indebtedness in accordance with the alternativeinstrument governing such indebtedness, or (ii) the proposed filing of a certificate of dissolution in connection with any Liquidation Event, then and in each such event the Company shall give or cause to be given to each Holder of the Warrants a written notice (with a copy thereof to the Warrant Agent) specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right and a description of such dividend, distribution or right or the date on which the filing of such certificate of dissolution is expected to be effected, as the case may exercise its right be, and (ii) the date, if any, that is to receive Warrant Shares be fixed, on a net basiswhich the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such event. Such notice shall be given at least 20 days prior to the date specified in such notice on which such event, action or record is to be taken or on which the filing of such that without certificate of dissolution is expected to be effected. Any failure by the exchange Company to provide any such notice required by this Section 3(i) shall not affect the validity of any fundsevent, action or record required to be specified in such notice. (j) Without limiting the generality of Section 3(i), any notice required by Section 3(i) to be given to the Holders of Warrants shall be deemed delivered (i) upon personal delivery to the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid be notified, (ii) when sent by the Holder for the Warrant Shares being issued. For purposes confirmed telex or facsimile if sent during normal business hours of the foregoing sentencerecipient and, "fair market value" if not, then on the next Business Day, (iii) five days after having been deposited into the U.S. mails or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices required by Section 3(i) shall be sent to each Holder at such Holder's address appearing on the books of the WarrantCompany.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant Holder shall have the rightbe exercisable, which may be exercised commencing at the opening election of business the Holder thereof, either in full or from time to time in part during the period commencing 9:00 a.m., New York City time, on the Exercisability Date December 2, 2019 and until 5:00 p.m., New York City time, on December 2, 2029 (the “Expiration Date Time”), and shall entitle the Holder thereof to receive Warrant Shares from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time Company. No adjustments as to dividends will be entitled to receive on made upon exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date Time shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as . (b) In order to dividends will be made upon exercise all or any of the Warrants, the Holder thereof must deliver to the Company notice substantially in the form of the election to exercise set forth on the reverse of the Form Certificate duly filled in and signed (the “Exercise Notice”). The Following its receipt of any Exercise Notice, the Company shall give promptly (and in any event, within two Business Days) provide written notice not less than 90, and not more than 120, days prior to the Expiration Date Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Notice (the “Warrant Exercise”) net share settled pursuant to the Holders procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Full Share Settlement Election”) to have the Warrant Exercise settled solely in shares of all then outstanding Warrants Common Stock pursuant to the effect that procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Warrants will terminate and become void as of Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the Expiration Date. second Business Day following the Company’s receipt of any such Exercise Notice, the Company will be deemed to have made a Full Share Settlement Election with respect to the Warrants to which such Exercise Notice relates, as of such time. (c) If the Company fails makes a Net Share Settlement Election pursuant to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised Section 4.01(b) with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment respect to the Warrant Agent for Exercise, then the account Warrant Exercise shall be “net share settled” whereupon Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company of will issue to the Exercise Price as adjusted as herein provided for each of Holder the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid result obtained by (i) subtracting B from A, (ii) dividing the Holder for result by A, and (iii) multiplying the Warrant Shares being issued. For purposes of difference by C as set forth in the foregoing sentence, "fair market value" of the Warrantfollowing equation: where:

Terms of Warrants; Exercise of Warrants. Subject to the terms of --------------------------------------- this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Exercise Date (as defined below) for such Warrant and until 5:00 p.m., New York City time, on the Expiration Date tenth anniversary of the Issuance Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants Warrant and payment of the Exercise Price then in effect for such Warrant Shares; provided. For purposes hereof, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise"Exercise Date" means, (i) a registration statement under the Securities Act relating to the for any Warrant Shares has been filed with, and declared effective byother than any PIK Warrant or Contingent Warrant, the CommissionIssuance Date, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) for any PIK Warrant, the issuance date that the new Warrant Certificate(s) evidencing such PIK Warrants or notice of increase of Warrants evidenced by such holder's then existing Warrant Certificate(s), as applicable, are required to be delivered in accordance with Section 10(o), (iii) for any Contingent Warrants, the date that the new Warrant Certificate(s) for such Warrants are required to be delivered pursuant to Section 10(p) and (iv) for any Warrant, the Mandatory Exercise Date (as defined below). At any time after May 31, 2001 but prior to the tenth anniversary thereof, upon the occurrence of a Mandatory Exercise Event the Company may, by delivery of written notice in substantially the form of Exhibit B hereto (a "Mandatory Exercise Notice") to each registered holder of outstanding Warrants (as such holders may appear in the Warrant Shares is permitted pursuant Register), declare the Exercise Date to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and have occurred for all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice (but not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then all) outstanding Warrants to the effect (a "Mandatory Exercise Date"); provided that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will Mandatory Exercise Date shall not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other occur -------- earlier than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrantthe

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York, New York City timetime on December 15, on 2008 (the Expiration Date "EXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; providedPROVIDED, howeverHOWEVER, that no Holder Warrant holder shall be entitled to exercise such Holderholder's Warrants at any time, time unless, at the time of exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), relating to the Warrant Shares has been filed with, and declared effective by, the CommissionSecurities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the Commission SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject Each Warrant, when exercised, will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the provisions Exercise Price. In the absence of an exercise the following paragraph of this Section 10, each Warrant not Warrants will be automatically deemed to have been exercised prior to immediately before 5:00 p.m., New York City time, p.m. on the Expiration Date shall become void and all rights thereunder and all rights with payment of the Exercise Price pursuant to clause (A) in respect thereof under this Agreement shall cease as of such timethe next succeeding paragraph. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender by surrendering to the Company at the principal office of the Warrant Agent of the certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised with the accompanying form of election to purchase on the reverse thereof duly properly completed and signedexecuted, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company Exercise Price. Payment of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall may be made (A) by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its tendering Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid Price, (B) in the form of cash or by certified or official bank check payable to the Holder for order of the Warrant Shares being issuedCompany or (C) by any combination of Warrants and cash. For purposes of clause (A) above, the foregoing sentence, "fair market value" value of the WarrantWarrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the number of shares represented by such Warrant multiplied by the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value of the Warrants shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "BOARD OF DIRECTORS"). In the event that Warrants are surrendered by a Warrant holder in payment of the Exercise Price, the Warrant Agent shall notify the Company of such, which notice shall also include the amount of the Exercise Price and the amount of cash, if any, received by the Warrant Agent as partial payment of the Exercise Price. Within a reasonable time of receiving such notice, the Company shall advise the Warrant Agent whether the Warrant Agent has received payment in full of the Exercise Price. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (j) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Successor (as hereinafter defined), the Company or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant at the time of exercise an amount in cash equal to the current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall be held by the Warrant Agent until termination of its duties hereunder, at which time it shall deliver such cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. All certificates representing Warrant Shares issued in a transaction exempt from registration under the Securities Act pursuant to Section 4(2) thereof shall bear the following legend (provided that if no legend is required none shall be placed on the Warrant Shares): THIS SECURITY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at on or after the opening of business on the Exercisability Separation Date and until 5:00 p.m., New York, New York City timetime on March 15, on 2007 (the Expiration Date "EXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; providedPROVIDED, howeverHOWEVER, that no Holder Warrant holder shall be entitled to exercise such Holderholder's Warrants at any time, time unless, at the time of exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), relating to the Warrant Shares has been filed with, and declared effective by, the CommissionSecurities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the Commission SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject Each Warrant, when exercised, will entitle the holder thereof to purchase 6.84 fully paid and nonassessable shares of Common Stock at the provisions of the following paragraph of this Section 10, each Exercise Price. Any Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender by surrendering to the Company at the principal office of the Warrant Agent of the certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised with the accompanying form of election to purchase on the reverse thereof duly properly completed and signedexecuted, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon together with payment to the Warrant Agent for the account of the Company Exercise Price. Payment of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall may be made by Federal wire transfer to in the account designated by the Company form of cash or by certified or official bank check, check payable to the order of the Company. In Subject to the alternativeprovisions of Section 10 hereof, each Holder upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may exercise its right to receive designate, a certificate or certificates for the number of full Warrant Shares on issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 14 hereof, [or a net basistender offer or an exchange offer for shares of Common Stock of the Company shall be made], upon such that without surrender of Warrants and payment of the exchange of any fundsExercise Price as aforesaid, the Holder receives that Successor Guarantor (as hereinafter defined), the Company or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares otherwise issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of its any Warrants less that number in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant Shares having a fair market value at the time of exercise an amount in cash equal to the aggregate current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that would otherwise have been paid by the Holder for a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares being issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued. For purposes , and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the foregoing sentenceCompany for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall be held by the Warrant Agent until termination of its duties hereunder, "fair market value" at which time it shall deliver such cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the WarrantWarrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms contained herein, the holder of this Agreement, each Warrant Holder Certificate shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date any time and from time to time until 5:00 p.m., New York City Los Angeles time, on the Expiration Date September 30, 2000, to purchase and receive from the Company the number of validly issued, fully paid and nonassessable non-assessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such the Warrants represented by this Warrant Certificate and payment of the applicable Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City Los Angeles time, on the Expiration Date September 30, 2000 shall become void void, and all rights thereunder hereunder and all rights in respect thereof under this Agreement hereunder shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the its principal office of the this Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised Certificate with the form of election to purchase on the reverse thereof attached hereto duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent Company for the account of the Company of the applicable Exercise Price Price, as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or in cash, by certified or official bank check, check payable to the order of the Company. In Upon such surrender of this Warrant Certificate and payment of the alternativeapplicable Exercise Price, each Holder may exercise its right the Company shall issue and cause to receive be delivered with all reasonable dispatch to the holder of this Warrant Certificate a certificate or certificates for the number of full Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon the exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder such Warrants, together with cash as provided in Section 6. Such certificate or certificates for the Warrant Shares being issued. For purposes shall be deemed to have been issued and, subject to applicable federal and state securities laws and regulations, any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the foregoing sentence, "fair market value" date of the Warrantsurrender of this Warrant Certificate and payment of the applicable Exercise Price. Such certificate or certificates for the Warrant Shares may, if required, bear the legend set forth in Section 1. The Warrants shall be exercisable, at the election of the holder of this Warrant Certificate, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder of a Warrant Holder shall have the right, which may be exercised commencing at the opening of business on during the Exercisability Date and until 5:00 p.m.Period, New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Each Warrant may be exercised at any time during the Exercisability Period for such Warrant, upon surrender to the Company at the principal office of the Warrant Agent Office of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of the “Medallion System” or, in Argentina, notarized by a registered securities exchange or the National Association of Securities Dealers, Inc.public notary, and upon payment in U.S. dollars to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment In the case of a Global Warrant, the DTC participant holding the interest through the Depositary shall present a duly completed and signed election to purchase to the Company at the Warrant Agent Office along with payment in U.S. dollars to the Warrant Agent for the account of the aggregate Company of the Exercise Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised; provided that, subject to the requirements of the Depositary, such election to purchase may be completed by or on behalf of a DTC participant of such Depositary with an interest in the Global Warrant registered in the name of such Depositary or its nominee, as the case may be, and a DTC participant shall be entitled (subject to the provisions of the Global Warrant) to deliver or cause to be delivered to the Warrant Agent, at its own expense, a duly completed election to purchase. If payment in U.S. dollars as provided in this Section 3 is legally prevented in Argentina, Holders of Warrants will be entitled to pay the Exercise Price directly to the Company, in Argentine Pesos in an amount equal to the Argentine Peso equivalent of the U.S. dollar Exercise Price of the Warrants determined on the basis of the seller’s reference exchange rate (tipo de cambio vendedor published by Banco de la Nación Argentina, or if such information is not available, by Bloomberg, for the purchase of Argentina Pesos in exchange for U.S. dollars on the business day preceding the payment date of the Exercise Price of the Warrants. The Warrant Agent shall be made by Federal wire have no liability or responsibility with respect to the determination of the exchange rate for the Exercise Price payable in Argentine Pesos or whether any such amounts have been paid. Subject to the provisions of Section 4, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall transfer to the account designated by Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Company Holder is entitled, registered or by certified otherwise placed in, or official bank check, 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 9. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable during the Exercisability Period, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 2.3, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered for the purpose of exercise (in whole or in part), exchange, substitution or transfer shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in cancelled form, or if surrendered to the Warrant Agent shall be cancelled by it, and no Warrant Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. If the Company purchases or acquires Warrants and if the Company so chooses, the Company may deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, the Warrant Certificates evidencing said Warrants. The Warrant Agent shall destroy such cancelled Warrant Certificates, and in such case shall upon the written request of the Company deliver a certificate of destruction thereof to the Company. In the alternative, each Holder may exercise its right to receive The Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal Agent shall account promptly to the aggregate Exercise Price that would otherwise have been paid Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Holder Warrant Agent for the purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. For purposes The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the foregoing sentence, "fair market value" Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the WarrantWarrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of the Warrants (the "Exercise Price") shall be equal to $6.25 per share. Each Warrant shall be initially exercisable for one share of Common Stock. Each Warrant Certificate shall represent that number of Warrants set forth on the Warrant Certificate. Subject to the terms of this Agreement, each Warrant Holder Warrantholder shall have the right, which may be exercised commencing at from the opening date of business on issuance of the Exercisability Date and Warrants until 5:00 p.m., New York City timetime on July 20, on 2006 (the Expiration Date "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder Warrantholder may at the time be entitled to receive on exercise of such the Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant If not exercised prior to 5:00 p.m., New York City time, on July 20, 2006, the Expiration Date Warrants shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant (b) The Warrants may be exercised upon surrender to the Company at its principal office, which is currently located at the principal office address listed in Section 12 hereof, of the Warrant Agent of the certificate Certificate or certificates Certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent participant in a recognized Signature Guarantee Medallion Program and such other documentation as the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.Company may reasonably request, and upon payment to the Warrant Agent Company for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment Subject to the provisions of Section 4(c) hereof, payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, check payable to the order of the CompanyCompany in New York Clearing House Funds. (c) Subject to the time limitations set forth in subsections (i) and (ii) below, if at the time a Warrantholder exercises any Warrants hereunder, the Company does not have in effect a current Registration Statement with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the Warrantholder may choose one of the following, but not both: (i) At any time after the initial effectiveness of the Registration Statement contemplated by Section 8(b), rather than paying the aggregate Exercise Price in cash or by certified or official bank check in accordance with provisions of Section 4(b) above, the Warrantholder shall be entitled to effect a "cashless exercise" as described in this Section 4(c)(i). For the purposes of this Section 4(c)(i), a "cashless exercise" shall mean an exercise of a Warrant where the payment of the Exercise Price is made with Warrant Shares issuable upon exercise of a Warrant, which Warrant Shares shall be valued at the Fair Market Value (as defined below) of the Common Stock on the date of exercise. For purposes hereof, the "Fair Market Value" of the Common Stock shall mean the closing price of the Common Stock on the NASDAQ Stock Market (or any successor stock market) for the day on which the notice of exercise is sent or delivered. In the alternative, each Holder may exercise its right to receive Warrant Shares on event of a net basis, such that without the exchange of any fundsCashless Exercise, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that to the Warrantholder shall be determined using the following formula: X = Y (A - B)/A where: X = the number of Warrant Shares having a fair market value equal to be issued to the aggregate Warrantholder on exercise: Y = the number of Warrant Shares purchasable under the Warrants surrendered A = the Fair Market Value of the Common Stock on the date of exercise; and B = the then current Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrant; or

Terms of Warrants; Exercise of Warrants. (a) The Notes and Warrants will be separately transferable from and after the Issue Date. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised at any time during the period commencing at the opening of business on the Exercisability Issue Date and until 5:00 p.m., New York City time, the close of business on the Expiration Date [seventh anniversary of the Issue Date] (the "Exercise Period"), to receive from the Company the number of Warrant Shares, representing fully paid and nonassessable Warrant Shares Series A Shares, which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price. The Exercise Price then shall be payable solely by tendering Notes having a principal amount at least equal to the Exercise Price. In the event Notes are tendered having a principal amount in effect excess of the aggregate Exercise Price for Warrants exercised, the tendering Warrant holder shall be deemed to forfeit such excess and neither the Company nor the Warrant Agent shall have any obligation to compensate such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actholder. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m.the close of business on [March , New York City 2010] (the "Expiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. Notwithstanding the foregoing, on if all Notes have been mandatorily redeemed pursuant to Section [ ] of the Expiration Date Indenture or if all of the Notes shall have been repurchased pursuant to Section [ ] or [ ] of the Indenture (the "Redemption Date"), each Warrant shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as the Redemption Date. (b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such noticerepresented by a Warrant Certificate, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled holder thereof must deliver to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing at its corporate trust office set forth in Section 15 hereof the Warrant to be exercised with Certificate and the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, which is set forth in the form of Warrant Certificate attached hereto as Exhibit A, as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer in the manner provided in Section 4(a) hereof. (c) Subject to the account provisions of Section 5 hereof, upon compliance with clause (b) above, the Warrant Agent shall deliver or cause to be delivered with all reasonable dispatch, to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants or other securities or property to which such holder is entitled hereunder. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. (d) The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part pursuant to the terms of this Section 4. If less than all 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 for the number of Warrants which were not exercised shall be executed by the Company or by certified or official bank check, payable 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. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. All Notes tendered in payment of the Exercise Price shall be delivered by the Warrant Agent to the Trustee and the Company shall concurrently deliver to the Trustee an order of cancellation with respect to such Notes. (f) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders upon reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. (g) The holders of the Warrants will have no right to vote on matters submitted to the stockholders of the Company and will have no right to receive dividends. The holders of the warrants will not be entitled to share in the assets of the Company in the event of liquidation, dissolution or the winding up of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrant.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period commencing at the opening of business on the Exercisability Date date of original issuance of the Global Warrant Certificates pursuant to the terms of this Warrant Agreement and until ending at 5:00 p.m., p.m. New York City time, on the tenth anniversary of the Plan Effective Date (the “Expiration Date Date”), to properly exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, . (ib) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this adjustments set forth in Section 1013, each Warrant, when exercised, will entitle the holder thereof to purchase such number of shares of Common Stock for each such Warrant as set forth in Section 1 hereof at the Exercise Price then in effect as set forth in Section 1 (as may be adjusted pursuant to Section 13 hereof). Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments . (c) The holder of Warrants may, until 5:00 p.m., New York City time, on the Expiration Date, exercise, in whole or in part, at any time or from time to time, such holder’s right to purchase Warrant Shares by: (i) providing written notice of such election (a “Warrant Exercise Notice”) to exercise the Warrants to the Company and to the Warrant Agent at the Warrant Agent Office, by overnight courier no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially in the form set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder, provided that such written notice may only be submitted by a holder with respect to Book-Entry Warrants; or (y) in Exhibit B-2 hereto, properly completed and executed by the holder, provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; (ii) delivering no later than 5:00 p.m., New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to dividends will the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying the applicable aggregate Exercise Price for the Warrant Shares thereby purchased (the “Exercise Amount”), together with all applicable taxes and charges, by having the Company withhold, from the shares of Common Stock that would otherwise be made delivered to such holder of Warrants upon such exercise, Warrant Shares issuable upon exercise of the Warrants so exercised equal in value to the aggregate Exercise Price as to such Warrant Shares, based on the market price of the Common Stock on the trading day on which such Warrants are exercised and the Warrant Exercise Notice is delivered to the Warrant Agent pursuant to this Section 9. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”. (d) To the extent a Warrant Exercise Notice is delivered in respect of a Warrant prior to 5:00 p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in Section 9(c)(ii) and Section 9(c)(iii) above are effected after the Expiration Date but no later than 5:00 p.m., New York City time, on the Settlement Date, the Warrants shall be nonetheless deemed exercised prior to 5:00 p.m., New York City time, on the Expiration Date for the purposes of this Warrant Agreement. (e) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the holder and the Company, enforceable in accordance with its terms; provided that a holder may condition its exercise of a Warrant on the consummation of a Reorganization Event (as defined below). (f) The Warrant Agent shall: (i) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, the Warrant Agent will assist the Company, as reasonably appropriate, to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (ii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems relating to the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iii) advise the Company, no later than three (3) business days after receipt of a Warrant Exercise Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (y) the instructions with respect to delivery of the Warrant Shares, subject to the timely receipt from the Depository of the necessary information, and (z) such other information as the Company shall reasonably require; and (iv) subject to the Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depository, liaise with the Depository and endeavor to effect such delivery to the relevant accounts at the Depository in accordance with its requirements. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise shall be reasonably determined by the Company in good faith, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as determined by a final, non appealable order of a court of competent jurisdiction), shall be indemnified and held harmless by the Company for acting or refraining from acting upon, or as a result of, such determination by the Company. The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form. Such determination by the Company shall be final and binding on the holders, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. The Company shall be under no duty to give notice not to the holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (h) As soon as reasonably practicable after the exercise of any Warrant, the Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of such Warrant either: (i) if such holder holds the Warrants being exercised through the Depository’s book-entry transfer facilities, by same-day or next-day credit to the Depository for the account of such holder or for the account of a participant in the Depository, the number of Warrant Shares to which such holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such holder or by the direct participant in the Depository through which such holder is acting; or (ii) if such holder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the Warrant Shares registered on the books of the Company’s stock transfer agent (the “Transfer Agent”) or, at the Company’s option, by delivery to the address designated by such holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the close of business on the date of the delivery thereof. Warrants shall be exercisable during the period provided for in Section 9(a) at the election of the holder thereof, either as an entirety or from time to time for a portion of the number of Warrant Shares issuable upon exercise of such Warrants. If less than 90all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to 5:00 p.m., New York City time, on the Expiration Date, a new Global Warrant Certificate(s) shall be issued for the remaining number of Warrants evidenced by the Global Warrant Certificate so surrendered, and not more the Warrant Agent is hereby authorized to countersign the new Global Warrant Certificate(s) pursuant to the provisions of Section 6 hereof and this Section 9. The person in whose name any certificate or certificates for the Warrant Shares are to be issued (or such Warrant Shares are to be registered, in the case of a book-entry transfer) upon exercise of a Warrant shall be deemed to have become the holder of record of such Warrant Shares on the date such Warrant Exercise Notice is delivered. (i) For purposes of this Warrant Agreement, a “business day” means any day other than 120a Saturday, days Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close or remain closed. In accordance with Section 15 hereof, no fractional shares shall be issued upon exercise of any Warrants. (j) All Global Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Global Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall advise an authorized representative of the Company as directed by the Company by the end of each day on which Warrants were exercised, of (i) the number of shares of Warrant Shares issued upon exercise of a Warrant, (ii) the delivery of Global Warrant Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require. The Warrant Agent shall confirm such information to the Company in writing. (k) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder, and provide, at the Company’s expense, copies thereof to any registered holder of the Warrants requesting, in writing, such copy prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the The Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of shall supply the Warrant Agent from time to time with such number of the certificate or certificates evidencing the copies of this Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to Agreement as the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrantreasonably request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is then exercised; provided, that in connection with such exercise, the Company shall be furnished with information regarding the citizenship of the Holder of the Warrant being exercised (which in the case of a Definitive Warrant, shall be furnished by completing the Application for Purchase of Common Stock set forth on the reverse of the Warrant, and in the case of Global Warrants, shall be furnished in such manner established by the Depositary that is acceptable to the Company and complies with the requirements set forth in the Company's Certificate of Incorporation, as amended from time to time); provided, further, no Warrant may be exercised if the Company determines that such exercise shall cause the ownership of its common stock by persons or entities that are not citizens of the United States to exceed the maximum percentage permitted under applicable law as more fully described in the Certificate of Incorporation of the Company, as amended from time to time; provided, further, that in the event that the exercise is not accepted by the Company for such reason, the Holder of the Warrant shall be entitled to the remedies that would have otherwise been available to such Holder under the Company's Certificate of Incorporation, as amended from time to time, had the Holder been a transferee of the Company's common stock that caused the percentage ownership by non-citizens to exceed the maximum permitted percentage under applicable law. Notwithstanding anything to the contrary contained herein, the Holder of a Warrant that is not entitled to exercise such Warrant as a result of the restrictions on ownership by non- citizens shall not have any rights as a stockholder of the Company. The Warrant Agent shall have no duty to evaluate or determine the citizenship of any Holder of any Warrant at any time and shall have no responsibility with respect to the ownership of the Company's common stock by any party or the consequences thereof. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, payable to the order of the Company. In The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the alternativeprocedures of the Depositary therefor. Subject to the provisions of Section 8 hereof, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without upon surrender of Warrants and payment of the exchange of any fundsExercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder receives that of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares to which the 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 certificate or certificates representing the Warrant Shares and any cash in lieu of any fraction of a share as provided in Section 14 to the person or persons entitled to receive the same. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercisability Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of its Warrants less that number shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and promptly pay to the Company all monies received by the Warrant Agent for the purchase of Warrant Shares having a fair market value equal to through the aggregate Exercise Price that would otherwise have been paid exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holder for Holders during normal business hours at its office. The Company shall supply the Warrant Shares being issued. For purposes Agent from time to time with such numbers of copies of this Agreement as the foregoing sentence, "fair market value" of the WarrantWarrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at upon payment of the opening Exercise Price in accordance with the terms of business on this Agreement, from and after the Exercisability Date and date of issuance of such Warrants until 5:00 p.m., New York City time, on the Expiration Date Date, to receive from the Warrant Agent on behalf of the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActWarrants. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to on or before 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will . (b) The Warrants may be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days exercised during normal business hours on any Business Day on or prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Warrant Agent on behalf of the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election subscription to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price for the number of Warrant Shares specified in the subscription form shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, check payable to the order of the Company in immediately available funds in lawful money of the United States of America. (c) Upon surrender of Warrants in accordance with this Section 7, and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company. In , and the alternativeWarrant Agent shall deliver or cause to be delivered, each as promptly as possible thereafter, but in any event within three (3) Business Days of receipt of such surrender and payment, to the Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder is entitled, and, to the extent possible, certificates representing the Warrant Shares or such other securities shall be in such denomination(s) as such Holder shall request, and registered or otherwise placed in, or payable to the order of, such name or names as may exercise its right be directed in writing by the Holder, and shall deliver or cause to be delivered 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 13 hereof. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares shall not then be actually delivered to the Holder. (d) The Warrants shall be exercisable either in full or from time to time in part and, in the event that a Warrant Certificate is surrendered to the Warrant Agent for exercise of fewer than all of the Warrants represented by such Warrant Certificate at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants but otherwise identical to the surrendered Warrant Certificate will be issued by the Company, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate pursuant to the provisions of this Section 7 and of Section 4 hereof as promptly as possible, but in any event within three (3) Business Days of receipt of the certificate evidencing the Warrants, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on a net basis, behalf of the Company for such that without the exchange of any funds, the Holder receives that number of purpose. (e) All Warrant Shares otherwise issuable Certificates surrendered upon exercise of its Warrants less that number shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Shares having Agent in a fair market value equal manner satisfactory to the aggregate Exercise Price that would otherwise have been paid Company. The Warrant Agent shall account promptly to the Company with respect to such Warrants exercised and concurrently pay to the Company as promptly as practicable, but in any event within five (5) Business Days of receipt, all monies received by the Holder Warrant Agent for the purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. (f) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. For purposes The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the foregoing sentence, "fair market value" of the WarrantWarrant Agent may reasonably request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (ia) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Series A Warrant not exercised prior to 5:00 p.m., New York City time, on [insert fifth anniversary of Effective Date of Plan] (the "Series A Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice Each Series B Warrant not less than 90, and not more than 120, days exercised prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on [insert third anniversary of Effective Date of Plan] (the "Series B Expiration Date. If ") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. (b) Subject to the terms of this Agreement, each Series A Warrant shall be exercisable, in full and not in part, at the election of the Holder thereof, during the period commencing at the opening of business on the Issue Date and until 5:00 p.m., New York City time on the Series A Expiration Date, and shall entitle the Holder thereof to receive from the Company fails [ ] fully paid and nonassessable shares of Common Stock upon exercise of such Series A Warrant and payment of the Series A Exercise Price then in effect in cash, by wire transfer or by certified or official check payable to give the order of the Company. Subject to the terms of this Agreement, each Series B Warrant shall be exercisable, in full and not in part, at the election of the Holder thereof, during the period commencing at the opening of business on the Issue Date and until 5:00 p.m., New York City time on the Series B Expiration Date, and shall entitle the Holder thereof to receive from the Company [ ] fully paid and nonassessable shares of Common Stock upon exercise of such noticeSeries B Warrant and payment of the Series B Exercise Price then in effect in cash, by wire transfer or by certified or official check payable to the order of the Company. (c) In order to exercise all or any of the Warrants, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled Holder thereof must deliver to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing at its Corporate Trust Office (i) the Warrant to be exercised with Certificates evidencing such Warrants, (ii) the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon (iii) payment to the Warrant Agent for the account of the Company of the then-current Series A Exercise Price as adjusted as herein provided for each (in the case of exercise of the Series A Warrants) or Series B Exercise Price (in the case of exercise of the Series B Warrants), in the manner set forth in Section 4.01(b) for the number of Warrant Shares in respect of which the Warrants are being exercised. (d) No fractional Warrant Shares are to be issued upon any exercise of a Warrant, but rather cash in lieu of fractional shares shall be delivered to the Holder as provided in Section 6.02. (e) If fewer than all the Warrants represented by a Warrant Certificate are exercised, such Warrant is then exercised. Payment Certificate shall be surrendered and a new Warrant Certificate of the aggregate Exercise Price same series and for the number of Warrants which were not exercised shall be made by Federal wire transfer to the account designated executed by the Company or by certified or official bank check, payable and delivered to the order 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. (f) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. In The Warrant Agent shall account promptly to the alternativeCompany with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (g) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its Corporate Trust Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request. (h) Notwithstanding anything to the contrary set forth in this Agreement or in any Warrant Certificate, each no Holder may exercise its right to receive a Warrant Shares on a net basis, such if the Company determines that without the exchange of any funds, the Holder receives that number issuance of Warrant Shares otherwise issuable to the Holder of such Warrant upon the exercise thereof would cause the percentage of shares of Common Stock then outstanding that is owned by Aliens to exceed the Permitted Percentage. The Company may in its Warrants less discretion require any Holder that number seeks to exercise a Warrant to submit such proof of citizenship as the Company may require in order to determine that the issuance of Warrant Shares having a fair market value equal to the aggregate Exercise Price Holder of such Warrant upon the exercise thereof would not cause the percentage of shares of Common Stock then outstanding that would otherwise have been paid is owned by Aliens to exceed the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the WarrantPermitted Percentage.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Issue Date and until 5:00 p.m., New York City time, time on the Expiration Date Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No payments or adjustments as to dividends will shall be made on account of any dividends on the Warrant Shares issuable upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If ; PROVIDED, HOWEVER, that the failure by the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any as provided in this Section shall not affect such extension. termination and becoming void of the Warrants as of 5:00 p.m., New York City time, on the Expiration Date. A Warrant may be exercised at any time on or after the Issue Date and prior to the Expiration Date upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc."Medallion System", and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made made, at the option of the Holder, (i) by Federal wire transfer to the account designated by the Company or by certified or official bank check, check payable to the order of the Company. In , (ii) by "CASHLESS EXERCISE," which shall mean the alternativesurrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise) of a Warrant or Warrants (represented by one or more Warrant Certificates), each Holder may exercise its right to receive Warrant Shares on a net basisand without payment of the Exercise Price in cash, for such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise equal to the product of its Warrants less that (1) the number of Warrant Shares having a fair market value equal to for which such Warrant is exercisable with payment in cash of the aggregate Exercise Price that would otherwise have been paid by as of the Holder for date of exercise and (2) the Warrant Shares being issuedCashless Exercise Ratio (as defined below) or (iii) with any combination of (i) and (ii). For purposes of this Agreement, the foregoing sentence"CASHLESS EXERCISE RATIO" shall equal a fraction, "fair market value" the numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Warrant Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (without giving effect to the Cashless Exercise option). 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. If, at the time of the exercise of any Warrant, the Company does not have an effective registration statement under the Securities Act of the offer and sale of the Warrant Shares by the Company to the Holder of the Warrant upon the exercise thereof, the Company may, in its sole discretion, elect to require that the holder of the Warrant effect the exercise of the Warrant solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect the Cashless Exercise option. The Warrant Agent shall have no obligation under this section to calculate the Cashless Exercise Ratio. The Company shall calculate the Exercise Price and the Cashless Exercise Ratio whenever such calculation is necessary and shall deliver an Officers' Certificate to the Warrant Agent specifying such numbers. Subject to the provisions of Section 4 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the 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. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 2.3 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered for the purpose of exercise (in whole or in part), exchange, substitution or transfer shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in cancelled form, or if surrendered to the Warrant Agent shall be cancelled by it, and no Warrant Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. If the Company purchases or acquires Warrants and if the Company so chooses, the Company may deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, the Warrant Certificates evidencing said Warrants. The Warrant Agent shall destroy such cancelled Warrant Certificates, and in such case shall upon the written request of the Company deliver a certificate of destruction thereof to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised during the period commencing at the opening of business on the Exercisability Date January 24, 2001 and until 5:00 p.m., New York City timetime on January 23, on 2011 (the Expiration Date "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment in cash of the exercise price (the "Exercise Price Price") then in effect for such Warrant SharesShares by wire transfer or by certified or official check payable to the order of the Company; provided, however, provided that no Holder Holders shall be entitled able to exercise such Holder's their Warrants at any time, unless, at the time of exercise, (i) only if a registration statement under the Securities Act relating to the Warrant Shares has been filed withis then in effect, and declared effective by, or the Commission, and no stop order suspending the effectiveness exercise of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares Warrants is permitted pursuant to an exemption exempt from the registration requirements of the Securities Act. Subject to , and such Warrant Shares are qualified for sale or exempt from qualification under the provisions applicable securities laws of the following paragraph states in which the various holders of this Section 10, each the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on January 23, 2011 (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior . (b) In order to the Expiration Date to the Holders exercise all or any of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such noticerepresented by a Warrant Certificate, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled holder thereof must deliver to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing at its office designated for such purpose set forth in Section 15 hereof the Warrant to be exercised with Certificate and the form of election to purchase on the reverse thereof duly completed and properly filled in and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or signature guarantee program recognized by the National Association of Securities Dealers, Inc.Transfer Association, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, which is set forth in the form of Warrant Certificate attached hereto as adjusted as herein provided Exhibit A, for each the --------- number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash, by Federal wire transfer to the account designated by the Company or by certified or official bank check, check payable to the order of the Company. In . (c) Subject to the alternativeprovisions of Section 5 hereof, each Holder upon compliance with clause (b) above, the Warrant Agent shall deliver or cause to be delivered with all reasonable dispatch, to or upon the written order of the holder and in such name or names as the Warrant holder may exercise its right to receive designate, a certificate or certificates for the number of whole Warrant Shares on issuable upon the exercise of such Warrants or other securities or property to which such holder is entitled hereunder, together with cash as provided in Section 9 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in Section 8(l) hereof, or a net basistender offer or an exchange offer for shares of Common Stock shall be made, upon such that without surrender of Warrants and payment of the exchange of any fundsExercise Price as aforesaid, the Holder receives that Warrant Agent shall, as soon as possible upon its receipt of notice and instructions with respect thereto, but in any event not later than two Business Days thereafter, deliver or cause to be delivered the full number of Warrant Shares otherwise issuable upon the exercise of such Warrants in the manner described in this sentence or other securities or property to which such holder is entitled hereunder, together with cash as provided in Section 9 hereof. Such certificate or certificates shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. (d) The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part. If less than all 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 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. (e) All Warrant Certificates surrendered upon exercise of its Warrants less that number shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Shares having Agent in a fair market value equal manner customary to the aggregate Exercise Price that would otherwise have been paid Warrant Agent. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Holder Warrant Agent for the purchase of the Warrant Shares being issuedthrough the exercise of such Warrants. (f) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. For purposes The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the foregoing sentence, "fair market value" of the WarrantWarrant Agent may reasonably request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder of a Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on any time or from time to time (i) prior to the Expiration Date Time in the case of a Series A Warrant, and (ii) on or after the Stockholder Event and prior to the Expiration Time in the case of a Series B Warrant, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided. If the Stockholder Event has not occurred on or before the Stockholder Event Deadline (as defined in Section 11), however, that no each Holder shall be entitled of a Series B Warrant will have the right to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating Warrant for cash prior to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Stockholder Event as provided in Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time11. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised prior to the Expiration Time upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the exercise price (the “Exercise Price Price”) which is set forth in the forms of Warrant Certificates attached hereto as Exhibits A and B as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Warrants may be exercised on a book-entry basis in any manner acceptable to the Warrant Agent. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company (i) in cash or by certified or official bank check, check payable to the order of the Company. In Company or (ii) if at any time after the alternativeearlier of (a) the date the Registration Statement is filed pursuant to the Investor Rights Agreement and (b) May 1, each Holder may 2005, any Holders are unable to exercise its right to receive their Warrants for Warrant Shares on pursuant to an effective Registration Statement or an available exemption from the registration requirements of the Securities Act (during any time other than the first ten business days of a net basisBlackout Period, as such that without term is defined in the exchange Investor Rights Agreement), then through the surrender of any funds, senior debt securities of the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares Company having a fair market value principal amount equal to the aggregate Exercise Price to be paid (the Company will pay the accrued interest on such surrendered debt securities in cash at the time of surrender notwithstanding the stated terms thereof). Subject to the provisions of Section 5 of this Agreement, upon such surrender of Warrants and payment of the Exercise Price the Company will issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 9; provided, however, that would otherwise if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 8 of this Agreement, or a tender offer or an exchange offer for shares of Common Stock of the Company will be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 9. Such certificate or certificates will be deemed to have been paid by issued and any person so designated to be named therein will be deemed to have become a holder of record of such Warrant Shares as of the Holder for date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares being issued. For purposes issuable on such exercise at any time prior to the date of expiration of the foregoing sentenceWarrants, "fair market value" a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the WarrantCompany for such purpose. All Warrant Certificates surrendered upon exercise of Warrants will be cancelled by the Warrant Agent. Such cancelled Warrant Certificates will then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent will account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent will keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company will supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date of business on original issuance of the Exercisability Date Warrant pursuant to the terms of this Warrant Agreement and until prior to 5:00 p.m., p.m. New York City timeTime, on May 15, 2015 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided. In addition, however, prior to the delivery of any shares of New Common Stock that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any time, unless, at of the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective byWarrants, the CommissionCompany shall comply with all applicable federal and state laws, rules and no stop order suspending the effectiveness of such registration statement has been issued regulations which require action to be taken by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActCompany. Subject to the provisions of terms and conditions set forth herein, the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on Holder may exercise the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as Warrants by: (i) providing written notice of such time. No adjustments as election (“Warrant Exercise Notice”) to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior Warrant to the Expiration Date to Company and the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of Warrant Agent no later than 5:00 p.m., p.m. New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, which Warrant Exercise Notice shall substantially be in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of an election to purchase Warrant Shares set forth herein, properly completed and executed by the Holder; (ii) delivering no later than 5:00 p.m. New York City time, on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment business day immediately prior to the Settlement Date, this Warrant Agent for Certificate evidencing such Warrants to the account Company; and (iii) paying the applicable Exercise Amount, together with any applicable taxes and governmental charges. (b) The Holder shall have the right, in lieu of paying the Exercise Amount in cash, to instruct the Company to reduce the number of shares of New Common Stock issued purchased pursuant to the exercise of the Company of Warrants in accordance with the Exercise Price as adjusted as herein provided for each of following formula: N = where: N = the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise shares of New Common Stock to be subtracted from the remaining number of shares of New Common Stock issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Warrants; P = the Exercise Price that Amount which would otherwise have been paid by the Holder be payable in cash for the Warrant Shares shares of New Common Stock for which the Warrants are being issued. For purposes exercised; and M = the Market Price of a share of Common Stock determined as of the foregoing sentence, "fair market value" date of the Warrantsuch exercise.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing at the opening of business on the Exercisability Date date hereof and until ending at 5:00 p.m., New York City time, on the Expiration Date Date, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Warrant Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 106, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; , provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. . A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "fair market value" of the WarrantWarrant Shares shall be as determined by the Board of Directors of the Company in good faith and evidenced by a resolution thereof. The Company shall notify the Holders in writing of any such determination of fair market value. Subject to the provisions of Section 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the 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 certificate or certificates representing the Warrant Shares 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 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled. Such cancelled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder shall have the right, which may be exercised commencing at the opening of business on the Exercisability Date and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company in cash or by certified or official bank check, payable to the order of the Company. In The exercise of Warrants by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the alternativeprocedures of the Depositary therefor. Subject to the provisions of Section 8 hereof, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without upon surrender of Warrants and payment of the exchange of any fundsExercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder receives that of such Warrant Certificate a certificate or certificates for the appropriate number of Warrant Shares to which the 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 certificate or certificates representing the Warrant Shares and any cash in lieu of any fraction of a share as provided in Section 14 to the person or persons entitled to receive the same. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Exercisability Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of its Warrants less that number shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of Warrant Shares having a fair market value equal to through the aggregate Exercise Price that would otherwise have been paid exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holder for Holders during normal business hours at its office. The Company shall supply the Warrant Shares being issued. For purposes Agent from time to time with such numbers of copies of this Agreement as the foregoing sentence, "fair market value" of the WarrantWarrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this AgreementWarrant, each Warrant Holder the Warrantholder shall have the right, which may be exercised at any time commencing at the opening of business on the Exercisability Date and until May ___, 2003, but before 5:00 p.m.p.m. Pacific Time on May ___, New York City time2008 ("Expiration Time"), on the Expiration Date to receive purchase from the Company up to the number of fully paid and nonassessable Warrant Shares which the Holder Warrantholder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating purchase pursuant to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph terms of this Section 10Warrant, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent executive office, of the certificate or certificates evidencing the this Warrant to be exercised exercised, together with the attached Election to Exercise Warrant form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Warrant Price (as adjusted defined in and determined in accordance with the provisions of Section 7 and 8 hereof) or as herein provided in Section 3(a)(i) hereof, for each the number of the Warrant Shares in with respect of to which such Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be made by Federal in cash, wire transfer or by cashier's check or any combination thereof. (b) Subject to the account terms of this Warrant, upon such surrender of this Warrant and payment of such Warrant Price as aforesaid, the Company shall promptly issue and cause to be delivered to the Warrantholder or to such person or persons as the Warrantholder may designate in writing, a certificate or certificates (in such name or names as the Warrantholder may designate in writing) for the number of duly authorized, fully paid and non-assessable whole Shares to be purchased upon the exercise of this Warrant, and shall deliver to the Warrantholder Common Stock or cash, to the extent provided in Section 9 hereof, with respect to any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of this Warrant and payment of the Warrant Price, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the Share and Warrant transfer books of the Company shall then be closed. This Warrant shall be exercisable, at the sole election of the Warrantholder, either in full or from time to time in part and, in the event that any certificate evidencing this Warrant (or any portion thereof) is exercised prior to the Expiration Time with respect to less than all of the Shares specified therein at any time prior to the Expiration Time, a new certificate of like tenor evidencing the remaining portion of this Warrant shall be issued by the Company, if so requested by the Warrantholder. (c) Upon the Company's receipt of a facsimile or original of Warrantholder's signed Election to Exercise Warrant, the Company shall instruct its transfer agent to issue one or more stock certificates representing that number of shares of Common Stock which the Warrantholder is entitled to purchase in accordance with the terms and conditions of this Warrant and the Election to Exercise Warrant attached hereto. The Company shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Warrant and it shall not be necessary for the Warrantholder to send to the Company the original Warrants to be exercised. (d) Such exercise shall be effectuated by sending to the Company, or its attorney, a facsimile or original of the signed Election to Exercise Warrant which evidences Warrantholder's intention to exercise those Warrants indicated. The date on which the Election to Exercise Warrant is effective ("Exercise Date") shall be deemed to be the date on which the Warrantholder has delivered to the Company a facsimile or original of the signed Election to Exercise Warrant. The Company shall deliver to the Warrantholder, or per the Warrantholder's instructions, the shares of Common Stock within three (3) business days of receipt of the Election to Exercise Warrants. (e) Nothing contained in this Warrant shall be deemed to establish or require the payment of interest to the Warrantholder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Warrantholder to the Company. (f) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrants that are to be converted in part, the Company shall issue to the Warrantholder new Warrants equal to the unconverted amount, if so requested by Warrantholder. (g) The Company shall at all times reserve and have available all Common Stock necessary to meet exercise of the Warrants by all Warrantholders of the entire amount of Warrants then outstanding. If, at any time Warrantholder submits an Election to Exercise Warrant and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a exercise of the Warrants (a "Exercise Default", the date of such default being referred to herein as the "Exercise Default Date"), the Company shall issue to the Warrantholder all of the shares of Common Stock which are available, and the Election to Exercise Warrant as to any Warrants requested to be converted but not converted (the "Unconverted Warrants"), upon Warrantholder's sole option, may be deemed null and void. The Company shall provide notice of such Exercise Default ("Notice of Exercise Default") to all existing Warrantholders of outstanding Warrants, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier), and the Warrantholder shall give notice to the Company by facsimile within five (5) business days of receipt of the original Notice of Exercise Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Election to Exercise Warrant. (h) Each person in whose name any certificate for shares of Common Stock shall be issued shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on the date on which the Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of date of issue or delivery of such certificate, except that if the date of such surrender and payment is a date when the Shares transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares on the next succeeding date on which such Share transfer books are open. The Company shall not close such Share transfer books at any one time for a period longer than seven (7) days. (i) This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock (as defined hereafter) payable hereunder, payable in cash or by certified or official bank check, payable by means of sending to the order Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive the number of shares of Common Stock stated in such Election or by "cashless exercise" (only in the event the Shares underlying the Warrants have not been registered in an effective Registration Statement), by means of sending to the Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive a number of shares of Common Stock equal to the difference between the Market Value (as defined hereafter) of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange shares of any funds, the Holder receives that number of Warrant Shares otherwise Common Stock issuable upon exercise of its Warrants less that number this Warrant and the total cash exercise price thereof. Upon transmitting the annexed Notice of Warrant Shares having Exercise duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, or upon the "cashless exercise" as provided in this Section, the Holder shall be entitled to receive a fair market value certificate or certificates for the shares of Common Stock so purchased. For the purposes of this subsection, "Market Value" shall be an amount equal to the aggregate average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Notice of Exercise Price that would otherwise have been paid Form duly executed multiplied by the Holder for the number of shares of Common Stock to be issued upon surrender of this Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the WarrantCertificate.

Terms of Warrants; Exercise of Warrants. The Warrants may --------------------------------------- be exercised as follows: (A) in the case of the Initial Warrants, on or after the earliest to occur of (i) one year from the date of issuance of thereof, (ii) in the event of a Change in Control (as defined in the Indenture), the date the Company mails notice thereof, and (iii) 180 days after the consummation of an Initial Public Offering (as defined in the Indenture) of the Company's Common Stock and (B) in the case of the Contingent Warrants, at any time after the issuance thereof (such date, the "Exercise Commencement Date"). Unless exercised, all Warrants shall automatically expire at 5:00 p.m., New York, New York time on January 1, 2005 (such date, the "Expiration Date" and, the period commencing on the Exercise Commencement Date and ending on the Expiration Date, the "Exercise Period"). The Company shall notify the holders of the Warrants (the "Expiration Date Notice") of the Expiration Date not less than 90 days nor more than 120 days prior thereto. If the Company fails to give the Expiration Date Notice within the time period prescribed in the preceding sentence, the Expiration Date shall be extended until the date that is 90 days after the date such Expiration Date Notice is actually given. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at during the opening of business on the Exercisability Date Exercise Period, to exercise each Warrant and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on upon exercise of such Warrants and payment of the Exercise Price (as defined in the Definitive Warrants) then in effect for such Warrant Shares; provided, however, provided that no Holder Warrant holder shall be entitled to exercise such Holderholder's Warrants at any time, time unless, at the time of exercise, (i) a registration statement under the Securities Act Act, relating to the Warrant Shares has been filed with, and declared effective by, the CommissionSecurities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of such registration statement has been issued by the Commission SEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to Act and, in the provisions case of clauses (i) and (ii) above, such securities are qualified for sale or exempt from qualification under the applicable securities laws of the following paragraph states in which the various holders of this Section 10the Warrants or other persons to whom it is proposed that the Warrant Shares be issued upon exercise of the Warrants reside. Each Warrant, each when exercised shall entitle the holder thereof to purchase 64 fully paid and nonassessable shares of Common Stock at the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender by surrendering to the Company at the principal office of the Warrant Agent of the certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised with the accompanying form of election to purchase on the reverse thereof duly properly completed and signed, which signature shall be medallion guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer institution which is a member of a registered securities exchange or the National Securities Transfer Association of Securities Dealers, Inc.recognized signature guarantee program, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price Price, as adjusted as herein provided provided, for each the number of the Warrant Shares in respect of which such Warrant is Warrants are then exercised. Payment of the aggregate Exercise Price shall may be made by Federal wire transfer to (i) in the account designated by the Company form of cash or by certified or official bank check, check payable to the order of the Company. In , (ii) by tendering Notes having an aggregate principal amount at the alternativetime of tender, each Holder may plus accrued and unpaid interest, if any, thereon, to the date of exercise its right (or if such exercise occurs prior to receive Warrant Shares the Full Accretion Date (as defined in the Indenture), an Accreted Value (as defined in the Indenture) on a net basisthe date of exercise) equal to the Exercise Price, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its (iii) by tendering Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid or (iv) by the Holder for the Warrant Shares being issuedtendering a combination of cash, Notes and Warrants. For purposes of clause (iii) above, the foregoing sentence, "fair market value" value of the WarrantWarrants shall be determined as follows: (A) to the extent the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the 10 trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such 10-trading-day period) and (b) the Exercise Price, and (2) zero; or (B) to the extent the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value shall be equal to the value per share as determined in good faith by the Board of Directors of the Company. If Notes are surrendered in payment of the Exercise Price, the Warrant Agent shall deliver such Notes to the Company and the Company shall deliver such Notes to the Trustee for cancellation and, upon written notification from the Trustee to the Company that such Notes were in good form, the Company shall notify the Warrant Agent in writing that the Company has received full and proper payment of the Exercise Price. Upon surrender of any Notes in payment of the Exercise Price and cancellation of such Notes, the Trustee or the Depositary (as defined in the Indenture) at the direction of the Trustee, as applicable, shall issue a new Note with a principal amount at maturity adjusted to reflect the reduction for payment of the Exercise Price, in accordance with Article 2 of the Indenture. Subject to the provisions of Section 9 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall deliver and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as such Warrant holder may designate, a certificate or certificates representing the number of whole Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 15 hereof; provided that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 13 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company is made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, deliver or cause to be delivered the whole number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 15 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price therefor. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants shall be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 8 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently surrender to the Company all Notes and Warrants received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this AgreementWarrant, each Warrant Holder the Warrantholder shall have the right, which may be exercised at any time commencing at the opening of business on the Exercisability Date and until May 9, 2003, but before 5:00 p.m.p.m. Pacific Time on May 9, New York City time2008 ("Expiration Time"), on the Expiration Date to receive purchase from the Company up to the number of fully paid and nonassessable Warrant Shares which the Holder Warrantholder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating purchase pursuant to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph terms of this Section 10Warrant, each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the its principal office of the Warrant Agent executive office, of the certificate or certificates evidencing the this Warrant to be exercised exercised, together with the attached Election to Exercise Warrant form of election to purchase on the reverse thereof duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Warrant Price (as adjusted defined in and determined in accordance with the provisions of Section 7 and 8 hereof) or as herein provided in Section 3(a)(i) hereof, for each the number of the Warrant Shares in with respect of to which such Warrant is then exercised. Payment of the aggregate Exercise Warrant Price shall be made by Federal in cash, wire transfer or by cashier's check or any combination thereof. (b) Subject to the account terms of this Warrant, upon such surrender of this Warrant and payment of such Warrant Price as aforesaid, the Company shall promptly issue and cause to be delivered to the Warrantholder or to such person or persons as the Warrantholder may designate in writing, a certificate or certificates (in such name or names as the Warrantholder may designate in writing) for the number of duly authorized, fully paid and non-assessable whole Shares to be purchased upon the exercise of this Warrant, and shall deliver to the Warrantholder Common Stock or cash, to the extent provided in Section 9 hereof, with respect to any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of such Shares as of the close of business on the date of the surrender of this Warrant and payment of the Warrant Price, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the Share and Warrant transfer books of the Company shall then be closed. This Warrant shall be exercisable, at the sole election of the Warrantholder, either in full or from time to time in part and, in the event that any certificate evidencing this Warrant (or any portion thereof) is exercised prior to the Expiration Time with respect to less than all of the Shares specified therein at any time prior to the Expiration Time, a new certificate of like tenor evidencing the remaining portion of this Warrant shall be issued by the Company, if so requested by the Warrantholder. (c) Upon the Company's receipt of a facsimile or original of Warrantholder's signed Election to Exercise Warrant, the Company shall instruct its transfer agent to issue one or more stock certificates representing that number of shares of Common Stock which the Warrantholder is entitled to purchase in accordance with the terms and conditions of this Warrant and the Election to Exercise Warrant attached hereto. The Company shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Warrant and it shall not be necessary for the Warrantholder to send to the Company the original Warrants to be exercised. (d) Such exercise shall be effectuated by sending to the Company, or its attorney, a facsimile or original of the signed Election to Exercise Warrant which evidences Warrantholder's intention to exercise those Warrants indicated. The date on which the Election to Exercise Warrant is effective ("Exercise Date") shall be deemed to be the date on which the Warrantholder has delivered to the Company a facsimile or original of the signed Election to Exercise Warrant. The Company shall deliver to the Warrantholder, or per the Warrantholder's instructions, the shares of Common Stock within three (3) business days of receipt of the Election to Exercise Warrants. (e) Nothing contained in this Warrant shall be deemed to establish or require the payment of interest to the Warrantholder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Warrantholder to the Company. (f) It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the certificate of Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the exercise date. Upon surrender of any Warrants that are to be converted in part, the Company shall issue to the Warrantholder new Warrants equal to the unconverted amount, if so requested by Warrantholder. (g) The Company shall at all times reserve and have available all Common Stock necessary to meet exercise of the Warrants by all Warrantholders of the entire amount of Warrants then outstanding. If, at any time Warrantholder submits an Election to Exercise Warrant and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a exercise of the Warrants (a "Exercise Default", the date of such default being referred to herein as the "Exercise Default Date"), the Company shall issue to the Warrantholder all of the shares of Common Stock which are available, and the Election to Exercise Warrant as to any Warrants requested to be converted but not converted (the "Unconverted Warrants"), upon Warrantholder's sole option, may be deemed null and void. The Company shall provide notice of such Exercise Default ("Notice of Exercise Default") to all existing Warrantholders of outstanding Warrants, by facsimile, within one (1) business day of such default (with the original delivered by overnight or two day courier), and the Warrantholder shall give notice to the Company by facsimile within five (5) business days of receipt of the original Notice of Exercise Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Election to Exercise Warrant. (h) Each person in whose name any certificate for shares of Common Stock shall be issued shall for all purposes be deemed to have become the holder of record of the Common Stock represented thereby on the date on which the Warrant was surrendered and payment of the purchase price and any applicable taxes was made, irrespective of date of issue or delivery of such certificate, except that if the date of such surrender and payment is a date when the Shares transfer books of the Company are closed, such person shall be deemed to have become the holder of such Shares on the next succeeding date on which such Share transfer books are open. The Company shall not close such Share transfer books at any one time for a period longer than seven (7) days. (i) This Warrant is exercisable in whole or in part at the Exercise Price per share of Common Stock (as defined hereafter) payable hereunder, payable in cash or by certified or official bank check, payable by means of sending to the order Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive the number of shares of Common Stock stated in such Election or by "cashless exercise" (only in the event the Shares underlying the Warrants have not been registered in an effective Registration Statement), by means of sending to the Company, or its attorney, an Election to Exercise Warrants, as stated above, to receive a number of shares of Common Stock equal to the difference between the Market Value (as defined hereafter) of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange shares of any funds, the Holder receives that number of Warrant Shares otherwise Common Stock issuable upon exercise of its Warrants less that number this Warrant and the total cash exercise price thereof. Upon transmitting the annexed Notice of Warrant Shares having Exercise duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, or upon the "cashless exercise" as provided in this Section, the Holder shall be entitled to receive a fair market value certificate or certificates for the shares of Common Stock so purchased. For the purposes of this subsection, "Market Value" shall be an amount equal to the aggregate average closing bid price of a share of Common Stock for the ten (10) days preceding the Company's receipt of the Notice of Exercise Price that would otherwise have been paid Form duly executed multiplied by the Holder for the number of shares of Common Stock to be issued upon surrender of this Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the WarrantCertificate.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period commencing at the opening of business on the Exercisability Date date of original issuance of the Global Warrant Certificates pursuant to the terms of this Warrant Agreement and until ending at 5:00 p.m., p.m. New York City time, on the tenth anniversary of the Plan Effective Date (the “Expiration Date Date”), to properly exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, . (ib) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this adjustments set forth in Section 1013, each Warrant, when exercised, will entitle the holder thereof to purchase such number of shares of Common Stock for each such Warrant as set forth in Section 1 hereof at the Exercise Price then in effect as set forth in Section 1 (as may be adjusted pursuant to Section 13 hereof). Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments . (c) The holder of Warrants may, until 5:00 p.m., New York City time, on the Expiration Date, exercise, in whole or in part, at any time or from time to time, such holder’s right to purchase Warrant Shares by: (i) providing written notice of such election (a “Warrant Exercise Notice”) to exercise the Warrants to the Company and Warrant Agent at the Warrant Agent Office, by overnight courier no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially in the form set forth either (x) in Exhibit B-1 hereto, properly completed and executed by the holder, provided that such written notice may only be submitted by a holder with respect to Book-Entry Warrants; or (y) in Exhibit B-2 hereto, properly completed and executed by the holder, provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depository, by or through persons that are direct participants in the Depository; (ii) delivering no later than 5:00 p.m., New York City time, on the business day immediately prior to the applicable Settlement Date (as defined below), such Warrants to dividends will the Warrant Agent by book-entry transfer through the facilities of the Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) paying the applicable aggregate Exercise Price for the Warrant Shares thereby purchased (the “Exercise Amount”), together with all applicable taxes and charges, by having the Company withhold, from the shares of Common Stock that would otherwise be made delivered to such holder of Warrants upon such exercise, Warrant Shares issuable upon exercise of the Warrants so exercised equal in value to the aggregate Exercise Price as to such Warrant Shares, based on the market price of the Common Stock on the trading day on which such Warrants are exercised and the Warrant Exercise Notice is delivered to the Warrant Agent pursuant to this Section 9. For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Warrant Shares issuable upon exercise, no amount shall be due and payable by the holder of Warrants to the Company. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the “Settlement Date”. (d) To the extent a Warrant Exercise Notice is delivered in respect of a Warrant prior to 5:00 p.m., New York City time, on the Expiration Date, but the deliveries and payments specified in Section 9(c)(ii) and Section 9(c)(iii) above are effected after the Expiration Date but no later than 5:00 p.m., New York City time, on the Settlement Date, the Warrants shall be nonetheless deemed exercised prior to 5:00 p.m., New York City time, on the Expiration Date for the purposes of this Warrant Agreement. (e) Any exercise of a Warrant pursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the holder and the Company, enforceable in accordance with its terms; provided that a holder may condition its exercise of a Warrant on the consummation of a Reorganization Event (as defined below). (f) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms; (ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems relating to the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; (iv) advise the Company, no later than three (3) business days after receipt of a Warrant Exercise Notice, of (x) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (y) the instructions with respect to delivery of the Warrant Shares, subject to the timely receipt from the Depository of the necessary information, and (z) such other information as the Company shall reasonably require; and (v) subject to the Warrant Shares being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depository, liaise with the Depository and endeavor to effect such delivery to the relevant accounts at the Depository in accordance with its requirements. (g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant exercise shall be reasonably determined by the Company in good faith, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as determined by a final, non appealable order of a court of competent jurisdiction), shall be indemnified and held harmless by the Company for acting or refraining from acting upon, or as a result of, such determination by the Company. The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form. Such determination by the Company shall be final and binding on the holders, absent manifest error. Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. The Company shall be under no duty to give notice not to the holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. (h) As soon as reasonably practicable after the exercise of any Warrant, the Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of such Warrant either: (i) if such holder holds the Warrants being exercised through the Depository’s book-entry transfer facilities, by same-day or next-day credit to the Depository for the account of such holder or for the account of a participant in the Depository, the number of Warrant Shares to which such holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such holder or by the direct participant in the Depository through which such holder is acting; or (ii) if such holder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the Warrant Shares registered on the books of the Company’s stock transfer agent (the “Transfer Agent”) or, at the Company’s option, by delivery to the address designated by such holder in its Warrant Exercise Notice of a physical certificate or certificates representing the number of Warrant Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder. Such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the close of business on the date of the delivery thereof. Warrants shall be exercisable during the period provided for in Section 9(a) at the election of the holder thereof, either as an entirety or from time to time for a portion of the number of Warrant Shares issuable upon exercise of such Warrants. If less than 90all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to 5:00 p.m., New York City time, on the Expiration Date, a new Global Warrant Certificate(s) shall be issued for the remaining number of Warrants evidenced by the Global Warrant Certificate so surrendered, and not more the Warrant Agent is hereby authorized to countersign the new Global Warrant Certificate(s) pursuant to the provisions of Section 6 hereof and this Section 9. The person in whose name any certificate or certificates for the Warrant Shares are to be issued (or such Warrant Shares are to be registered, in the case of a book-entry transfer) upon exercise of a Warrant shall be deemed to have become the holder of record of such Warrant Shares on the date such Warrant Exercise Notice is delivered. (i) For purposes of this Warrant Agreement, a “business day” means any day other than 120a Saturday, days Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close or remain closed. In accordance with Section 15 hereof, no fractional shares shall be issued upon exercise of any Warrants. (j) All Global Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Global Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day on which Warrants were exercised, of (i) the number of shares of Warrant Shares issued upon exercise of a Warrant, (ii) the delivery of Global Warrant Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant Agent shall confirm such information to the Company in writing. (k) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder, and provide, at the Company’s expense, copies thereof to any registered holder of the Warrants requesting, in writing, such copy prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the The Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of shall supply the Warrant Agent from time to time with such number of the certificate or certificates evidencing the copies of this Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to Agreement as the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrantreasonably request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised at any time, and from time to time, in whole or in part, during the period commencing at the opening of business on the Exercisability Date date of original issuance of the Warrant Certificates pursuant to the terms of this Warrant Agreement and until ending at 5:00 p.m., p.m. New York City time, on October 1, 2020 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; provided. The Company shall, howeverpromptly after the Expiration Date, provide the Warrant Agent with written notice of the Expiration Date. In addition, prior to the delivery of any Warrant Shares that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any time, unless, at of the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective byWarrants, the CommissionCompany shall comply with all applicable federal and state laws, rules and no stop order suspending the effectiveness of such registration statement has been issued regulations which require action to be taken by the Commission or Company. (iib) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this adjustments set forth in Section 1012, each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the Exercise Price then in effect for such share of Common Stock. Each Warrant not exercised pursuant to this Warrant Agreement prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If . (c) Subject to the Company fails to give such noticeterms and conditions set forth herein, the holder of Warrants will not expire may, until 90 days after 5:00 p.m. New York City time, on the Company gives such notice; providedExpiration Date, howeverexercise, in no event will Holders be entitled whole or in part, at any time or from time to any damages or other remedy for time, such holder’s right to purchase Warrant Shares by: (i) providing written notice of such election (a “Warrant Exercise Notice”) to exercise the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender Warrants to the Company and Warrant Agent at the principal office of the Warrant Agent of Office, by overnight courier no later than 5:00 p.m. New York City time, on the certificate or certificates evidencing the Expiration Date, which Warrant to Exercise Notice shall be exercised with in the form of an election to purchase Warrant Shares substantially in the form set forth either (x) in Exhibit B-1 hereto, properly completed and duly executed by the holder, provided that such written notice may only be submitted by a holder with respect to Book-Entry Warrants; or (y) in Exhibit B-2 hereto, properly completed and duly executed by the holder, provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depositary, by or through persons that are direct participants in the Depositary; (ii) delivering no later than 5:00 p.m., New York City time, on the reverse thereof duly completed and signedbusiness day immediately prior to the applicable Settlement Date (as defined below), which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment such Warrants to the Warrant Agent for by book-entry transfer through the account facilities of the Company of Depository, if such Warrants are represented by a Global Warrant Certificate; and (iii) subject to Section 8(h) below, paying the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the applicable aggregate Exercise Price shall be made by Federal wire transfer for all Warrants being exercised (the “Exercise Amount”), together with all applicable taxes and charges. The date three business days after a Warrant Exercise Notice is delivered is referred to for all purposes under this Warrant Agreement as the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. “Settlement Date”. (d) For purposes of this Section 8, the foregoing sentence, "fair market value" of following terms shall have the Warrantmeanings set forth below:

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, and subject to compliance with all applicable legal requirements, each Warrant Holder holder shall have the right, which may be exercised commencing at any time during the opening period from (and including) the date of business on the Exercisability Date and this Agreement until 5:00 p.m., New York City Philadelphia, Pennsylvania, time, on the Expiration Date date which is ten years after the date of this Agreement (such period being herein referred to as the "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder . The Warrant Shares issued to a Warrant holder upon exercise of its Warrants shall be entitled fully paid, nonassessable and subject to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actpreemptive rights. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date expiration of the Exercise Period shall become void void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as During the Exercise Period, each Warrant holder may exercise, at any time or from time to dividends will be made upon exercise time and in its sole discretion, some or all of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A represented by its Warrant may be exercised upon surrender Certificates by (i) surrendering to the Company at the its principal office of the such Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised Certificates with the form Form of election Election to purchase on the reverse thereof Purchase attached thereto duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment (ii) paying to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each the number of the Warrant Shares in respect of which such Warrants are then being exercised. Warrants shall be deemed exercised on the date (the "Exercise Date") Warrant Certificates representing such Warrants are surrendered to the Company accompanied by the Form of Election to Purchase and payment of the Exercise Price for such Warrants is then exercisedreceived by the Company. Warrant Shares in respect of which the Warrants are exercised shall be deemed issued on the Exercise Date, and the Person in whose name the certificate representing the Warrant Shares is to be issued shall be deemed the holder of such Warrant Shares as of the Exercise Date for all purposes. Payment of the aggregate Exercise Price by the Warrant holder shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, check payable to the order of the CompanyCompany or by wire transfer of immediately available funds. In addition to the alternativerights of the holders under the preceding provisions of this Section, each Holder may holder shall have the right, in lieu of paying the Exercise Price in cash, to instruct the Company to reduce the number of shares of Common Stock thereafter eligible to be purchased by such holder upon exercise its right of Warrants held by it in accordance with the following formula: P N = --------- ( M - E ) where: N = the number of shares of Common Stock to receive Warrant Shares on a net basis, such that without be subtracted from the exchange of any funds, the Holder receives that number of Warrant Shares purchasable upon exercise of such holder's Warrants; P = the aggregate Exercise Price which would otherwise be payable in cash for the shares issuable upon exercise of its Warrants less that the Warrant; M = the last reported sale price of the Common Stock before the date of such exercise; and E = the Exercise Price on the date of such exercise. Subject to the provisions of Section 7, upon the exercise of any Warrants, the Company shall issue and cause to be delivered as soon as reasonably practicable (but in any event within ten Business Days) to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares having a fair market value equal issuable pursuant to the aggregate Exercise Price that would otherwise have been paid exercise of such Warrants together with such other property, including cash, which may be deliverable upon such exercise. If fewer than all of the Warrants represented by a Warrant Certificate are exercised, a new certificate evidencing the Warrants not exercised will be issued by the Holder for Company at the Company's expense to the holder of such Warrants as soon as reasonably practicable (but in any event within ten Business Days). All Warrant Shares being issued. For purposes Certificates surrendered upon exercise of Warrants shall be canceled by the foregoing sentence, "fair market value" of the WarrantCompany.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at from the opening date of business on original issuance of the Exercisability Date Warrant Certificates pursuant to the terms of this Warrant Agreement and until prior to 5:00 p.m., p.m. New York City timeTime, on February 28, 2011 (the “Expiration Date Date”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares shares of Common Stock which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price then in effect for such Warrant Shares; providedshares of Common Stock. In addition, however, prior to the delivery of any shares of Common Stock that no Holder the Company shall be entitled obligated to deliver upon proper exercise such Holder's Warrants at any timeof the Warrants, unlessthe Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Each Warrant, when exercised, will entitle the holder thereof to purchase one share of Common Stock at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities ActExercise Price. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised or converted pursuant to this Warrant Agreement prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office Warrant Agent Office referred to in Section 22 (the “Warrant Agent Office”) of the Warrant Agent of the certificate Certificate or certificates Warrant Certificates evidencing the Warrant Warrants to be exercised exercised, together with the form of election to purchase on the reverse thereof (the “Notice of Exercise”) duly and properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent “Eligible Guarantor Institution” as defined in Rule 17Ad-15(2) promulgated under the United States or a broker or dealer which is a member Securities Exchange Act of a registered securities exchange or 1934, as amended (the National Association of Securities Dealers, Inc.“Exchange Act”), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $10.00 (the “Exercise Price Price”), as adjusted from time to time as herein provided provided, for each share of the Warrant Shares in respect of which such Warrant is then exercisedCommon Stock to be purchased. Payment of the aggregate Exercise Price for all shares of Common Stock being exercised in respect of a Warrant shall be made by Federal wire transfer to the account designated by the Company (a) in United States Dollars or (b) by certified or official bank check, check for United States Dollars made payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange lieu of any funds, the Holder receives that number payment of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been as aforesaid and subject to applicable law, the holder of a Warrant may elect to receive from the Company a number of shares of Common Stock equal to the “Spread” by indicating such election in the Notice of Exercise delivered by such Warrant holder. The “Spread” shall, subject to Section 15, be paid by the Holder Company by delivering to such Warrant holder a number of shares of Common Stock equal to (a)(i) the product of (x) the Current Market Price (as defined in Section 13(c) below) per share of Common Stock as of the date of receipt of the Notice of Exercise by the Company multiplied by (y) the number of shares of Common Stock underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of shares of Common Stock underlying the Warrants being exercised, divided by (b) the Current Market Price per share of Common Stock as of the date of receipt of the Notice of Exercise to the Company. Subject to the provisions of Section 9 below and Article Eleventh of the Certificate of Incorporation of the Company, upon such surrender of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the Warrant holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the Warrant Shares being issuednumber of full shares of Common Stock issuable upon the exercise of such Warrants together with cash as provided in Section 15; provided, however, that if any Fundamental Transaction (as defined in Section 13(g)) is proposed to be effected by the Company or there is pending any tender offer or an exchange offer for shares of Common Stock, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the number of full shares of Common Stock issuable upon the exercise of such Warrants in the manner described in this sentence together with any cash as provided in Section 15. For purposes of the foregoing sentencethis Warrant Agreement, "fair market value" a “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in New York City are authorized or obligated by law, regulation or executive order to close or remain closed. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock as of the close of business on the date of the surrender of such Warrants and payment of the aggregate Exercise Price. In accordance with Section 15, no fractional shares shall be issued upon exercise of any Warrants. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares of Common Stock) and, in the event that a Warrant Certificate evidencing Warrants is exercised in respect of fewer than all of the shares of Common Stock issuable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be promptly issued, and the Warrant Agent is hereby irrevocably authorized and directed to countersign and to deliver the required new Warrant Certificate or Warrant Certificates pursuant to the provisions of this Section 7 and of Section 5, and the Company, whenever required by the Warrant Agent or under this Warrant Agreement, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by or at the direction of the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company by the end of each day on which Warrants were exercised (i) the number of shares of Common Stock issued upon exercise of a Warrant, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by the Warrant Agent in payment of the aggregate Exercise Price. The Warrant Agent shall promptly confirm such information to the Company in writing. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders of the Warrants during normal business hours at the Warrant Agent Office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant Holder holder shall have the right, which may be exercised commencing at any time during the opening period from (and including) the date of business on the Exercisability Date and this Agreement until 5:00 p.m., New York City Eastern time, on June 26, 2012 (such period being herein referred to as the Expiration Date "Exercise Period"), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder . The Warrant Shares issued to a Warrant holder upon exercise of its Warrants shall be entitled fully paid, nonassessable and subject to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Actpreemptive rights. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date expiration of the Exercise Period shall become void void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as During the Exercise Period, each Warrant holder may exercise, at any time or from time to dividends will be made upon exercise time, some or all of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A represented by its Warrant may be exercised upon surrender Certificates by (1) surrendering to the Company at the its principal office of the such Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised Certificates with the form Form of election Election to purchase on the reverse thereof Purchase attached thereto duly completed filled in and signed, which signature shall be with signatures guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment (2) paying to the Warrant Agent Company the Exercise Price for the account number of Warrant Shares in respect of which such Warrants are then being exercised. Warrants shall be deemed exercised on the Company date Warrant Certificates representing such Warrants are surrendered to the Company, accompanied by the Form of Election to Purchase as provided above, and payment of the Exercise Price as adjusted as herein provided for each of such Warrants is received by the Company, and the Warrant Shares in respect of which the Warrants are exercised shall be deemed issued on that date, and the Person in whose name the certificate representing the Warrant Shares is to be issued shall be deemed the holder of such Warrant is then exercisedShares as of that date for all purposes. Payment of the aggregate Exercise Price by the Warrant holder shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, check payable to the order of the CompanyCompany or by wire transfer of immediately available funds, as the holder shall elect. In addition to the alternativerights of the holders under the preceding provisions of this Section, each Holder may exercise its right holder shall have the right, in lieu of paying the Exercise Price in cash, to receive Warrant Shares on a net basis, instruct the Company to reduce the number of shares of Common Stock thereafter eligible to be purchased by such that without holder pursuant to Warrants held by it in accordance with the exchange following formula: P N = ------------- ( M - E ) where: N = the number of any funds, the Holder receives that shares of Common Stock to be subtracted from remaining number of Warrant Shares purchasable upon exercise of such holder's Warrants; and P = the aggregate Exercise Price otherwise payable for the shares issuable upon exercise of its Warrants less that the Warrants; and M = the Market Price determined as of the date of such exercise; and E = the Exercise Price on the date of such exercise. Subject to the provisions of Section 7, upon the exercise of any Warrants, the Company shall issue and cause to be delivered with all reasonable dispatch (but in any event within ten Business Days) to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares having a fair market value issuable upon the exercise of such Warrants, together with such other property, including cash, which shall be deliverable upon such exercise. Notwithstanding any other provision of this Agreement or the Warrants, but subject to the terms of the Intercreditor Agreement, the Company shall have the option in lieu of delivering shares of Common Stock upon exercise of Warrants, to deliver cash in an amount equal to the aggregate number of shares of Common Stock otherwise deliverable times the Market Price per share of the Common Stock on the date of exercise. The Warrants shall be exercisable at any time or from time to time during the Exercise Price that would otherwise have been paid Period, at the election of the holders thereof, either in full or from time to time in part, and if fewer than all of the Warrants represented by a Warrant Certificate are exercised, a new certificate evidencing the Warrants not exercised will be issued by the Holder for Company at the Company's expense, to the holder of such Warrants with all reasonable dispatch (but in any event within ten Business Days). All Warrant Shares being issued. For purposes Certificates surrendered upon exercise of Warrants shall be canceled by the foregoing sentence, "fair market value" of the WarrantCompany.

Terms of Warrants; Exercise of Warrants. Subject Each Warrant entitles the holder to purchase shares of Common Stock at an “Exercise Price” of $ per share (the “Basic Subscription Privilege”). Additionally, there is an oversubscription privilege with respect to unsubscribed shares (the “Oversubscription Privilege”). No fractional shares will be issued. Reference is hereby made to the terms Shelf Registration Statement relating to the registration of this Agreement, each Warrant Holder shall have shares of Common Stock filed with the right, which may be exercised commencing at the opening of business on the Exercisability Date Securities and until 5:00 p.m., New York City time, on the Expiration Date to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement Exchange Commission under the Securities Act relating of 1933, as amended, on or about , 2005 and the prospectus supplement to be filed with the Securities and Exchange Commission under the Securities Act of 1933 on or about , 2005 (collectively the “Prospectus”) for a complete description of the Basic Subscription Privilege and Oversubscription Privilege, the Rights Offering, and the terms of the exercise of the Warrants. A copy of the Prospectus has been provided to the Warrant Shares has been filed withAgent, receipt of which is hereby acknowledged. The Rights Offering and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance exercise of the Warrant Shares Warrants will be conducted in the manner and upon the terms set forth in the Prospectus, which is permitted pursuant to an exemption from the registration requirements of the Securities Actincorporated herein by reference and made part hereof as if set forth in full herein. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m.the expiration date set forth in the Prospectus, New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal corporate trust office of the Warrant Agent referred to in Section 12 (the “Warrant Agent Office”) of an exercise form to exercise the certificate or Warrants duly filled in and signed, together with the shares of Common Stock, by physical delivery of certificates evidencing Common Stock or transfer of Common Stock through DTC, as applicable, evidencing the Warrant Warrants to be exercised with (the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., “Tendered Shares”) and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided for each of the Warrant Shares in respect of which such Warrant is Share then exercised. Payment of the aggregate Exercise Price shall be made in U.S. dollars by Federal (i) check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Warrant Agent or (ii) wire transfer of immediately available funds directed to American Stock Transfer & Trust Company, c/o Chase Manhattan Bank, ABA No. , Credit Account No. ,. The Exercise Price for all Warrants which have been exercised and the related Tendered Shares shall be held in escrow in a separate account by the Warrant Agent. Warrant Agent shall notify the Company by telephone before the close of business on each business day during the period commencing five (5) business days after the mailing of the Prospectus and ending at the expiration date (a “Daily Notice”), which notice shall thereafter be confirmed in writing, of (i) number of Warrants which have been exercised pursuant to both the Basic Subscription Privilege and the Oversubscription Privilege on the day covered by such daily notice, and (ii) the number of Warrants which have been exercised pursuant to both the Basic Subscription Privilege and the Oversubscription Privilege for which defective exercises have been received on the day covered by such daily notice, and (iii) the cumulative total of the information set forth in clauses (i) through (ii) above. At or before 5:00 p.m., New York City time, on the first trading day following the expiration date, Warrant Agent shall certify in writing to the account designated by Company the cumulative total through the expiration date of all the information set forth in clauses (i) through (ii) above and the number of shares of Common Stock to be outstanding after giving effect to such exercises. Warrant Agent shall also maintain and update a listing of holders who have fully or partially exercised their Warrants, holders who have transferred their Common Stock and their transferees, and holders who have not exercised their Warrants. Warrant Agent shall provide the Company or its designees with such information compiled by certified or official bank checkWarrant Agent pursuant to this paragraph as any of them shall request. The Company may request each of its shareholders to provide the Company additional information regarding its ownership of Common Stock if, payable to the order as a result of such exercises, there would be a risk that they would become a “5% Stockholder,” as such term is defined in Article Fifth of the Company’s Certificate of Incorporation. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange If any person would be at risk of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the Warrantbecoming

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, Agreement each Warrant Holder Warrantholder shall have the right, which may be exercised commencing at on or after the opening earliest to occur of business (a) an Initial Public Offering of the Company or a Qualifying IPO of Parent, (b) the occurrence of an Event of Default (as defined in the Indenture), (c) the occurrence of a Change of Control (as defined in the Indenture), (d) any merger or consolidation of Parent or the sale, transfer or conveyance of all or substantially all of the assets of the Company (determined on a consolidated basis for the Exercisability Date Company and its Subsidiaries), (e) the redemption, repayment or defeasance of all the Notes or (f) November 15, 2004 (the earliest such date, the "Trigger Date"), until 5:00 p.m., New York City time, on May 15, 2011 (the "Expiration Date Date"), to receive from the Company upon the exercise of each Warrant the number of fully paid and nonassessable Warrant Shares which the Holder holder may at the time be entitled to receive on exercise of such Warrants Warrant and payment of the Exercise Price then in effect (as defined below) for such Warrant Shares; provided, however, that no Holder shall be entitled to exercise such Holder's Warrants at any time, unless, at the time of exercise, (i) a registration statement under the Securities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of such registration statement has been issued by the Commission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the provisions of the following paragraph of this Section 10, each Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as In the event of an Initial Public Offering of the Company, the Company will have the right to dividends will require all Holders of Warrants to exercise their Warrants upon consummation of the Initial Public Offering; provided that the resale of Warrant Shares issued upon exercise to the Holders shall have been registered under the Securities Act. To exercise this right, the Company must provide Holders with written notice at least ten Business Days prior to consummation of the Initial Public Offering. The price per share at which Warrant Shares shall be made purchasable upon exercise of Warrants shall be equal to $0.01 (the Warrants"Exercise Price"), subject to adjustment pursuant to Section 13. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to at the office or agency of the Company maintained for such purpose, which initially will be at the principal corporate trust office of the Warrant Agent in New York, New York, located at x/x Xxx Xxxxxxxxxx Xxxxx Xxxxxxx, XXXX Xxxxxxxxxx, 0xx Xxxxx, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, of the certificate Warrant Certificate or certificates Certificates evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof (the "Election to Exercise") duly completed filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in accordance with the provisions set forth in the United States or Warrant Certificate. The "Exercise Date" for a broker or dealer which is a member Warrant shall be the date on and after the Trigger Date when all of a registered securities exchange or the National Association of Securities Dealers, Inc., items referred to in the immediately preceding sentence and upon payment to the next paragraph are received by the Warrant Agent for at or prior to 11 a.m., New York City time, on a Business Day and the account exercise of the Company Warrants will be effective as of such Exercise Date. If any items referred to in such sentence are received after 11 a.m., New York City time, on a Business Day, the exercise of the Exercise Price as adjusted as herein provided for each Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date, if all of the items referred to in such sentence are received by the Warrant Shares in respect Agent at or prior to 5 p.m., New York City time, on the Expiration Date, the exercise of the Warrants to which such Warrant is then exercised. Payment of items relate will be effective on the aggregate Exercise Price shall be made by Federal wire transfer to the account designated by the Company or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued. For purposes of the foregoing sentence, "fair market value" of the WarrantExpiration Date.