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 Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Central Standard 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. Subject to the provisions of the following paragraph of this Section 6, each Warrant not exercised prior to 4:00 p.m., Central Standard 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 use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made 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 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 determined from the application of the following formula: exercise price divided by current market price multiplied by the total number of warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(c) hereof. The Company shall notify the Holder in writing of any such determination of current 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 canceled. Such canceled 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 Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Central Standard TimeDallas, Texas, 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 SECTION 6, each Warrant not exercised prior to 4:00 p.m., Central Standard TimeDallas, Texas, 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 use its reasonable efforts to 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 4:00 p.m., Central Standard TimeDallas, Texas, time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made 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 determined from having a current market value equal to the application 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 following formula: exercise price divided by current market price multiplied by the total number of warrant shares availableprocedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(c11(f) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of Section 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 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 SECTION and of Section SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled 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 at any time and from time to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Central Standard TimeDallas, Texas, 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 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 SECTION 6, each Warrant not exercised prior to 4:00 p.m., Central Standard TimeDallas, Texas, 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 use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof 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 Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made 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 determined from having a fair market value equal to the application 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 following formula: exercise price divided by current market price multiplied by the total number of warrant shares availableprocedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(c) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Holders in writing of any such determination of current fair market value. Subject to the provisions of Section 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 Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section SECTION 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person 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 SECTION and of Section SECTION 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to time in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, liquidation or winding up of the Company and (ii) opening of business on October 25, 2019 and until 5:00 p.m., New York City time, in whole or in parton October 25, commencing on 2029 (the date hereof “Expiration Time”), and ending at 4:00 p.m., Central Standard Time, on shall entitle the Expiration Date, 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 SharesWarrants. Subject to the provisions of the following paragraph of this Section 6, each Each Warrant not exercised prior to 4:00 p.m., Central Standard 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 The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred. (b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly (and upon payment in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price as adjusted as herein provided, for each of Notice (the “Warrant Exercise”) net share settled pursuant to the 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 Shares Exercise settled solely in respect shares of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable Common Stock pursuant to the order of procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following 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 determined from the application of the following formula: exercise price divided by current market price multiplied by the total number of warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(c) hereof. The Company shall notify the Holder in writing ’s receipt of any such determination of current market value. Subject to the provisions of Section 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided aboveNotice, 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 will be deemed to have been issued and any person so designated made a Full Share Settlement Election with respect to be named therein the Warrants to which such Exercise Notice relates, as of such time. (c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, then the Warrant Exercise shall be deemed “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to have become a cashless exercise, after which the Company will issue to the 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 equal to the date of expiration of result obtained by (i) subtracting B from A, (ii) dividing the Warrantsresult by A, a new certificate evidencing and (iii) multiplying the remaining Warrant or Warrants will be issued and delivered pursuant to difference by C as set forth in the provisions of this Section and of Section 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: where:

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 9:00 a.m., New York City time, on the date hereof Separation Date and ending at 4:00 5:00 p.m., Central Standard TimeNew 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 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 68, each Warrant not exercised prior to 4:00 5:00 p.m., Central Standard TimeNew 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 use its reasonable efforts to 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 4:00 5:00 p.m., Central Standard TimeNew York City time, on the Expiration Date. Notwithstanding If the Company's failure Company fails to give such notice, the Expiration Date shall Warrants will not be extended andexpire 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 noticenotice 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 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, for each of the Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Price shall be made 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 determined from having a fair market value equal to the application aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by tendering 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 following formula: exercise price divided by current market price multiplied by the total number of warrant shares availableprocedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(c) hereofgood faith and evidenced by a resolution thereof. The Company shall notify the Holder Warrant Agent in writing of any such determination of current fair market value. The exercise of Warrants by Holders of beneficial interests in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of Section 7 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 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 Person or persons Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 1315. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any person 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 Separation 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 issued, and delivered 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 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 Warrants shall be canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance with its customary procedures. 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 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 Principal 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 may be exercised commencing at any time and from time to 9:00 a.m., New York City time, in whole or in part, commencing on the earliest to occur of (i) the Separation Date, (ii) the Exercise Event, (iii) 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 (iv) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act (the first such date hereof to occur, the "Exercise Date") and ending at 4:00 5:00 p.m., Central Standard TimeNew 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. Subject to the provisions of the following paragraph of this Section 68, each Warrant not exercised prior to 4:00 5:00 p.m., Central Standard TimeNew 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 WarrantsWarrants except to the extent set forth in Section 13(d). The Company shall use its reasonable efforts to 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 4:00 5:00 p.m., Central Standard TimeNew York City time, on the Expiration Date. Notwithstanding If the Company's failure Company fails to give such notice, the Expiration Date shall Warrants will not be extended andexpire until 90 days after the date 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 noticenotice 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 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, for each of the Warrant Shares in respect of which such Warrants are Warrant is then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the CompanyCompany if a registration statement relating to the issuance of Warrant Shares upon exercise of the Warrant is then in effect. 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 (and to which such exercise relates) less that number of Warrant Shares determined from having a fair market value equal to the application aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by tendering Notes having an accredited value, 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 following formula: exercise price divided by current market price multiplied by the total number of warrant shares availableprocedures in clauses (i) and (ii). For purposes of the foregoing sentence, "current fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in accordance with Section 11(c) hereofgood faith. The Company shall notify the Holder Warrant Agent in writing of any such determination of current fair market value. 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. Subject to the provisions of Section 7 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 1315. 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 Exercise 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 issued, and delivered 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 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 Warrants shall be canceledcancelled by the Warrant Agent. Such canceled cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in accordance a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with customary proceduresrespect 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, upon reasonable written notice, during normal business hours at its Principal 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 AgreementAgreement and the Warrant Certificates, each Holder the Warrant holder shall have the right, which may be exercised commencing at any time and from time to time, in whole or in part, commencing the opening of business on the date hereof respective dates set forth on the Warrant Certificates and ending at 4:00 until 5:00 p.m., Central Standard TimeEastern time on November 12, on 2007 (the Expiration Date“Exercise Period”), to receive from the Company the number of fully paid and nonassessable Warrant Shares which the Holder Warrant 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. Subject to the provisions of the following paragraph of this Section 6, each Each Warrant not exercised prior to 4:00 5:00 p.m., Central Standard TimeEastern time, on the Expiration Date November 12, 2007 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 payable in cash will be made upon exercise of the Warrants. The Company shall use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. . (b) A Warrant may be exercised upon surrender to the Company at its principal office of the certificate or certificates Warrant Certificate evidencing the Warrant Warrants to be exercised with the form of election to purchase on the reverse thereof properly completed purchase, which is attached hereto as Exhibit B, duly filled in and signed, and upon payment to the Company of the exercise price (the “Exercise Price Price”) as adjusted as herein provided, for each the number of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash cash, or by certified or official bank check, 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 determined from the application of the following formula: exercise price divided by current market price multiplied by the total number of warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined Company or in accordance with Section 11(c6. (c) hereof. The Upon such surrender of Warrants and payment of the Exercise Price the Company shall notify issue and cause to be delivered with all reasonable dispatch to or upon the Holder written order of the Warrant holder in writing the name of the holder, 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 12; provided, however, that if any such determination consolidation, merger or lease or sale of current market value. Subject assets is proposed to be effected by the provisions Company as described in subsection (k) of Section 7 13 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 provided aboveaforesaid, the Company shall promptly transfer shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the Holder of such Warrant a certificate or certificates for the appropriate full number of Warrant Shares or other securities or property (including any money) to which issuable upon the Holder is entitled, registered or otherwise placed in, or payable to exercise of such Warrants in the order of, such name or names as may be directed manner described 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, this sentence together with an amount in cash in lieu of any fraction of a share as provided in Section 1314. Any such 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 the 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. . (d) The Warrants shall be exercisable commencing on the Issue Dateexercisable, at the election of the Holders 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. 5. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceledcanceled by the Company. Such canceled Warrant Certificates shall then be disposed of in accordance with customary proceduresby the Company.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to time in part during the period commencing at the earlier of (i) any Change of Control (as defined in the Certificate of Designation) or the commencement of proceedings for the voluntary or involuntary dissolution, liquidation or winding up of the Company and (ii) opening of business on November [•], 2019 and until 5:00 p.m., New York City time, in whole or in parton November [•], commencing on 2028 (the date hereof “Expiration Time”), and ending at 4:00 p.m., Central Standard Time, on shall entitle the Expiration Date, 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 SharesWarrants. Subject to the provisions of the following paragraph of this Section 6, each Each Warrant not exercised prior to 4:00 p.m., Central Standard 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 The Company shall notify the Warrant Agent in writing upon the occurrence of either of the events described in this Section 4.01(a)(i), and until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that neither of the events described in this Section 4.01(a)(i) has occurred. (b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, the Company will promptly (and upon payment in any event, within two Business Days) provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price as adjusted as herein provided, for each of Notice (the “Warrant Exercise”) net share settled pursuant to the 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 Shares Exercise settled solely in respect shares of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable Common Stock pursuant to the order of procedures set forth in Section 4.01(d) (a “Full Share Settlement”). If the Company shall not have provided such a notice to the Warrant Agent by 5:00 p.m., New York City time, on the second Business Day following 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 determined from the application of the following formula: exercise price divided by current market price multiplied by the total number of warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(c) hereof. The Company shall notify the Holder in writing ’s receipt of any such determination of current market value. Subject to the provisions of Section 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided aboveNotice, 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 will be deemed to have been issued and any person so designated made a Full Share Settlement Election with respect to be named therein the Warrants to which such Exercise Notice relates, as of such time. (c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to the Warrant Exercise, then the Warrant Exercise shall be deemed “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to have become a cashless exercise, after which the Company will issue to the 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 equal to the date of expiration of result obtained by (i) subtracting B from A, (ii) dividing the Warrantsresult by A, a new certificate evidencing and (iii) multiplying the remaining Warrant or Warrants will be issued and delivered pursuant to difference by C as set forth in the provisions of this Section and of Section 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.following equation: where:

Terms of Warrants; Exercise of Warrants. Each Warrant entitles the Holder thereof to purchase one share of Common Stock at a purchase price of $.80 per share (the "Exercise Price") at any time on or before 5:00 P.M. Philadelphia time on February 12, 2001 (the "Expiration Date"). The Exercise Price and the number of shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events pursuant to the provisions of Section 8 of this Agreement. Subject to the terms provisions of this Agreement, each Holder of Warrants shall have the right, which may be exercised at any time and from time right to time, in whole or in part, commencing on the date hereof and ending at 4:00 p.m., Central Standard Time, on the Expiration Date, to receive purchase from the Company (and the Company shall issue and sell to such Holder of Warrants upon the due exercise of such Warrants in the manner prescribed herein) the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise non-assessable shares of Common Stock specified in such Warrants and payment of the Exercise Price then (as adjusted in effect for such Warrant Shares. Subject to the provisions of the following paragraph accordance with Section 8 of this Section 6Agreement), each Warrant not exercised prior to 4:00 p.m., Central Standard 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 use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender to the Company Company, or its duly authorized agent, of the certificate or certificates evidencing the Warrant to be exercised such Warrants, with the form Form of election Election to purchase on the reverse thereof properly Purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price (as adjusted as herein provided, in accordance with the provisions of Section 8 of this Agreement,) for each the number of the Warrant Shares shares in respect of which such Warrants are then exercised. Payment of the aggregate such Exercise Price shall may be made in cash by money order, certified check or by certified or official bank check, draft payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares No adjustment shall be made for any dividends on a net basis, such that without the exchange any shares of any funds, the Holder receives that number of Warrant Shares otherwise Common Stock issuable upon exercise of its Warrants less that number of Warrant Shares determined from the application of the following formula: exercise price divided by current market price multiplied by the total number of warrant shares availablea Warrant. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(c) hereof. The Company shall notify the Holder in writing of any such determination of current market value. Subject to the provisions of Section 7 hereof, upon Upon each surrender of Warrants Warrants, and payment of the Exercise Price as provided aboveaforesaid, the Company shall promptly transfer issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrant Warrants and in such name or names as such Holder may designate, a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which full shares of Common Stock so purchased upon the Holder is entitled, registered or otherwise placed in, or payable to the order of, exercise 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 sameWarrants, together with an amount cash, as provided in cash Section 9 of this Agreement, in lieu respect of any fraction of a share as provided in Section 13of such Common Stock otherwise issuable upon such surrender. Any such 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 holder of record of such Warrant Shares shares of Common Stock as of the later of the date of the surrender of such Warrants and payment of the Exercise Price as aforesaid; provided, however, that if, at the date of surrender of such Warrants and payment of such Exercise Price. The , the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be exercisable commencing closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Issue Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such shares; and provided further, that the transfer books shall not be closed at any time for a period longer than twenty (20) days unless otherwise required by law. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full as an entirety or from time to time in for 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 canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary procedures.only

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each a Warrant shall be exercisable, at the election of the Holder shall have the rightthereof, which may be exercised at any time and either in full or from time to time in part during the period commencing at the opening of business on [___________]5 and until 5:00 p.m., New York City time, in whole or in parton [_________]6 (the “Expiration Time”), commencing on and shall entitle the date hereof and ending at 4:00 p.m., Central Standard Time, on the Expiration Date, Holder thereof to receive from the Company the number of fully paid and nonassessable either: (i) Warrant Shares which pursuant to the Holder may at Company’s option to effect a Net Share Settlement pursuant to Section 4.01(c) or (ii) cash pursuant to the time Company’s option to effect a Net Cash Settlement pursuant to Section 4.01(d); provided that Holders shall be entitled able to receive on exercise their Warrants only if the exercise of such Warrants and payment is exempt from, or in compliance with, the 5 To be the six month anniversary of the Exercise Price then in effect for such Warrant SharesIssue Date. Subject to 6 To be the provisions seven year anniversary of the following paragraph Issue Date. registration requirements of this Section 6, each the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other persons to whom it is proposed that any Warrant Shares be issued on exercise of the Warrants reside. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant not exercised prior to 4:00 p.m., Central Standard Time, on the Expiration Date Time 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 . (b) In order to dividends will be made upon exercise all or any of the Warrants. The Company shall use its reasonable efforts to 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 4:00 p.m., Central Standard Time, on the Expiration Date. Notwithstanding the Company's failure to give such notice, the Expiration Date shall not be extended and, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice. A Warrant may be exercised upon surrender Holder thereof must deliver to the Company of the certificate or certificates evidencing the Warrant to be exercised with (i) such Warrants and (ii) the form of election to purchase exercise on the reverse thereof properly completed duly filled in and signedsigned (the “Exercise Notice”). Following its receipt of any Exercise Notice, and upon payment the Company will promptly provide written notice to the Warrant Agent whether (A) the Company elects (a “Net Share Settlement Election”) to have the exercise of Warrants set forth in the Exercise Price as adjusted as herein Notice (the “Warrant Exercise”) net share settled pursuant to the procedures set forth in Section 4.01(c) (a “Net Share Settlement”) or (B) the Company elects (a “Net Cash Settlement Election”) to have the Warrant Exercise net cash settled pursuant to the procedures set forth in Section 4.01(d) (a “Net Cash Settlement”); provided, however, that if the Company is unable to successfully accomplish full Net Share Settlement for each any reason (including the Company not having authorized or reserved sufficient shares of Common Stock therefor or pursuant to Section 3.09(d)), then the Company shall be required to elect Net Cash Settlement to the extent of such deficit. (c) If the Company makes a Net Share Settlement Election pursuant to Section 4.01(b) with respect to a Warrant Exercise, then the Warrant Exercise shall be “net share settled” whereupon the Warrant will be converted into shares of Common Stock pursuant to a cashless exercise, after which the Company will issue to the Holder the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable equal to the order of result obtained by (i) subtracting B from A, (ii) dividing the Company. In result by A, and (iii) multiplying the alternative, each Holder may exercise its right to receive difference by C as set forth in the following equation: X = ((A - B)/A) × C where: X = 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 determined from pursuant to this paragraph (c). A = the application of Market Value on the following formula: exercise price divided by current market price multiplied by day immediately preceding the total number of warrant shares available. For purposes of the foregoing sentence, "current market value" of the Warrant Shares shall be as determined in accordance with Section 11(c) hereof. The Company shall notify the Holder in writing of any such determination of current 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 date on which the Holder is entitled, registered or otherwise placed in, or payable to delivers 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 13applicable Exercise Notice. 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 B = the Exercise Price. The C = the number of shares of Common Stock as to which the Warrants are then being exercised (the “Exercise Shares”). If the foregoing calculation results in a negative number, then no shares of Common Stock 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 issued upon 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 canceled. Such canceled Warrant Certificates shall then be disposed of in accordance with customary proceduresparagraph (c).