Common use of Automatic Exercise of Warrants Clause in Contracts

Automatic Exercise of Warrants. Exercise upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to 3:00 p.m., New York City time, on the earlier of (i) the New York Business Day preceding the Expiration Date and (ii) the Delisting Date, or for which the Warrant Agent has received an Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrants. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants the Cash Settlement Value (in the manner provided in Section 2.02(d)) of the Warrants to be automatically exercised, (ii) by 5:00 p.m., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Warrants subject to automatic exercise (other than Book-Entry Warrants and Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such

Automatic Exercise of Warrants. [Exercise upon Upon an Extraordinary Event or Exercise Limitation Event]. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to by 3:00 p.m., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and or (ii) the any Delisting Date, as the case may be, or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been mademade prior to such time, and which have not been canceled cancelled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such WarrantsDate. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date or the any Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The On the Valuation Date for such Warrants, the Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m., New York City time, on the next New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants Warrants; and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Certificated Warrants subject to automatic exercise [(other than Book-Entry Warrants and Certificated Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth fourth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchsuch Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent), after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date, against receipt by the Warrant Agent at the Warrant Agent's Office from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-Entry Warrants subject to automatic exercise [(other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the Automatic Funding Date, funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to DTC, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to the aggregate Cash Settlement Value of the Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 a.m., New York City time, on the New York Business Day following the date that such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to 3:00 p.m., New York City time, on the earlier of (i) the New York fourth Business Day preceding the Expiration Date and (subject to extension), (ii) the Extended Expiration Date, (iii) the Early Extended Expiration Date, (iv) a Cancellation Date or (v) a Delisting Date, or for which the Warrant Agent has received an Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, or if such date is not a New York Business Day, the next succeeding New York Business Day, and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrants. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants obtain from the Determination Agent the calculation of the Cash Settlement Value or Alternative Settlement Amount, as the case may be (as determined by the Determination Agent in the manner provided in Section 2.02(d2.02(c)) of the Warrants to be automatically exercised, (ii) by 5:00 p.m., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value or Alternative Settlement Amount, as the case may be, payable in respect of such exercised Warrants and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Warrants subject to automatic exercise (other than Book-Entry Warrants and Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such.

Automatic Exercise of Warrants. Exercise upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to 3:00 p.m., New York City time, on the earlier of (i) the New York fourth Business Day preceding the Expiration Date and (subject to extension), (ii) the Extended Expiration Date, (iii) the Early Extended Expiration Date, (iv) the Cancellation Date or (v) the Delisting Date, or for which the Warrant Agent has received an Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, or if such date is not a New York Business Day, the next succeeding New York Business Day, and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrants. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants the Cash Settlement Value (in the manner provided in Section 2.02(d)) of the Warrants to be automatically exercised, (ii) by 5:00 p.m., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Warrants subject to automatic exercise (other than Book-Entry Warrants and Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchCity

Automatic Exercise of Warrants. [; Exercise upon Upon an Extraordinary Event or Exercise Limitation Event]. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to by 3:00 p.m., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and or (ii) the any Delisting Date, as the case may be, or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been mademade prior to such time, and which have not been canceled cancelled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date New York Business Day following the Exercise Date for such WarrantsDate. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date or the any Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The On the Valuation Date for such Warrants, the Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m., New York City time, on the next New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants Warrants; and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Certificated Warrants subject to automatic exercise [(other than Book-Entry Warrants and Certificated Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth second New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchsuch Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent), after 3:00 p.m., New York City time, but prior to the close of business, on such Automatic Funding Date, against receipt by the Warrant Agent at the Warrant Agent's Office from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-Entry Warrants subject to automatic exercise [(other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the Automatic Funding Date, funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to DTC, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to the aggregate Cash Settlement Value of the Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 a.m., New York City time, on the New York Business Day following the date that such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon an Extension Event, an Extraordinary Event or an Exercise Limitation Event. (a) All Subject to the provisions of Section 2.03(b) regarding Extension Events, all Warrants for which the Warrant Agent has not received an a valid Exercise Notice in proper form at or prior to 3:00 p.m.P.M., New York City time, on the earlier of (i) the New York third Business Day immediately preceding the Expiration Date and or (ii) with respect to any date on or prior to the fourth Business Day immediately preceding the Expiration Date, the last Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission thereunder) on the Nasdaq National Market, and not accepted prior thereto or at the same time for trading pursuant to the rules of another SRO that are filed with the Securities and Exchange Commission under the Exchange Act (such Business Day being a "Delisting Date, ") or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to made by such time, will or the Valuation Date for which has as of such time been postponed as provided in Section 2.03, shall be deemed to be automatically exercised on such date without any requirement of delivery of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York an Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Day following such date. If the Delisting Date following occurs on or after the Exercise Expiration Date and prior to any Extended Expiration Date (as defined in Section 2.03(b)(ii)), the Warrants will be deemed worthless. However, if the Company first receives notice of the delisting or suspension of the Warrants on the same day on which such Warrants are delisted or suspended, such day will be deemed a Delisting Date for such Warrantspurposes of this Agreement. The Warrant Agent shall by 5:00 p.m.P.M., New York City time, on the third Business Day immediately preceding the Expiration Date or any earlier date on which the Delisting DateWarrant Agent receives notice of any delisting of the Warrants, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company and the Determination Agent (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised exercised. On the Valuation Date for such Warrants (or, if such Valuation Date is not a Business Day, on such day. The the next succeeding Business Day), the Warrant Agent shall (i) by 3:00 p.m.except as provided in Section 2.02(h), New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m.P.M., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants (unless the Cash Settlement Value shall be calculated by the Determination Agent); and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing The Determination Agent shall by 1:00 P.M., New York City time, on the Expiration Date or the Delisting applicable Valuation Date, the Company shall so notify the Warrant Agent and of the Determination Agent, and the Cash Settlement Value with respect Spot Nasdaq 100 Index applicable to the exercised Warrants shall to be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as automatically exercised. In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Definitive Warrants subject to automatic exercise (other than Book-Entry Warrants and Definitive Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or an Exercise Limitation Extension Event as described in Section 2.03(b)), if the Company shall make has made adequate New York Clearing House or next day funds available to the Warrant AgentAgent in a timely manner, not which shall in no event be later than 3:00 p.m.P.M., New York City time, on the sixth New York fourth Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York fourth Business Day following the New York Business Day next succeeding the such Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent) prior to the close of business on the Automatic Funding Date (or, in the case of payments made by wire transfer, prior to the close of business on the Business Day next succeeding the Automatic Funding Date), against receipt by the Warrant Agent at the Warrant Agent's Window, Attention: Tender Department, from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-entry Warrants subject to automatic exercise (other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or Extension Event as described in Section 2.03(b)), if the Company has made adequate New York Clearing House or next day funds available to the Warrant Agent in a timely manner, which shall in no event be later than 3:00 P.M., New York City time, on the Automatic Funding Date, the Warrant Agent will be responsible for making funds available to the Depository, against receipt of the Global Warrant Certificate, prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to, and for the payment of, to the aggregate Cash Settlement Value of suchthe Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension is occurring, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 A.M., New York City time, on the first Business Day following the date on which such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to 3:00 p.m., New York City time, on the earlier of (i) the New York fourth Business Day preceding the Expiration Date and (subject to extension), (ii) the Extended Expiration Date, (iii) the Early Extended Expiration Date, (iv) a Cancellation Date or (v) a Delisting Date, or for which the Warrant Agent has received an Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, or if such date is not a New York Business Day, the next succeeding New York Business Day, and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrants. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants the Cash Settlement Value (in the manner provided in Section 2.02(d)) of the Warrants to be automatically exercised, (ii) by 5:00 p.m., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Warrants subject to automatic exercise (other than Book-Entry Warrants and Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchCity

Automatic Exercise of Warrants. Exercise upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to 3:00 p.m., New York City time, on the earlier of (i) the New York fourth Business Day preceding the Expiration Date and (subject to extension), (ii) the Extended Expiration Date, (iii) the Early Extended Expiration Date, (iv) a Cancellation Date or (v) a Delisting Date, or for which the Warrant Agent has received an Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, or if such date is not a New York Business Day, the next succeeding New York Business Day, and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrants. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants the Cash Settlement Value or Alternative Settlement Amount, as applicable (in the manner provided in Section 2.02(d2.02(c)) of the Warrants to be automatically exercised, (ii) by 5:00 p.m., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value or Alternative Settlement Amount, as applicable, payable in respect of such exercised Warrants and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Warrants subject to automatic exercise (other than Book-Entry Warrants and Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the The Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth New York third Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchsufficient to pay the

Automatic Exercise of Warrants. [Exercise upon Upon an Extraordinary Event or Exercise Limitation Event]. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to by 3:00 p.m., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and or (ii) the any Delisting Date, as the case may be, or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been mademade prior to such time, and which have not been canceled cancelled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such WarrantsDate. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date or the any Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The On the Valuation Date for such Warrants, the Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.2(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m., New York City time, on the next New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants Warrants; and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Certificated Warrants subject to automatic exercise [(other than Book-Entry Warrants and Certificated Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b2.3(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth fourth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchsuch Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent), after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date, against receipt by the Warrant Agent at the Warrant Agent's Office from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-Entry Warrants subject to automatic exercise [(other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.3(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the Automatic Funding Date, funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to DTC, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to the aggregate Cash Settlement Value of the Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 a.m., New York City time, on the New York Business Day following the date that such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. [; Exercise upon Upon an Extraordinary Event or Exercise Limitation Event]. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to by 3:00 p.m., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and or (ii) the any Delisting Date, as the case may be, or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been mademade prior to such time, and which have not been canceled cancelled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date New York Business Day following the Exercise Date for such WarrantsDate. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date or the any Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The On the Valuation Date for such Warrants, the Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.2(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m., New York City time, on the next New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants Warrants; and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Certificated Warrants subject to automatic exercise [(other than Book-Entry Warrants and Certificated Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b2.3(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth second New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchsuch Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent), after 3:00 p.m., New York City time, but prior to the close of business, on such Automatic Funding Date, against receipt by the Warrant Agent at the Warrant Agent's Office from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-Entry Warrants subject to automatic exercise [(other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.3(b))], the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the Automatic Funding Date, funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to DTC, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to the aggregate Cash Settlement Value of the Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 a.m., New York City time, on the New York Business Day following the date that such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to 3:00 p.m., New York City time, on the earlier of (i) the New York fourth Business Day preceding the Expiration Date and (subject to extension), (ii) the Extended Expiration Date, (iii) the Early Extended Expiration Date, (iv) the Cancellation Date or (v) the Delisting Date, or for which the Warrant Agent has received an Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, or if such date is not a New York Business Day, the next succeeding New York Business Day, and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrants. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date, the Extended Expiration Date, the Early Extended Expiration Date, the Cancellation Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The Warrant Agent shall (i) by 3:00 p.m., New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants obtain from the Cash Settlement Value (in the manner provided in Section 2.02(d)) of the Warrants to be automatically exercised, (ii) by 5:00 p.m., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Warrants subject to automatic exercise (other than Book-Entry Warrants and Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchDetermination

Automatic Exercise of Warrants. Exercise upon an Extension Event, an Extraordinary Event or an Exercise Limitation Event. (a) All Subject to the provisions of Section 2.03(b) regarding Extension Events, all Warrants for which the Warrant Agent has not received an a valid Exercise Notice in proper form at or prior to 3:00 p.m.P.M., New York City time, on the earlier of (i) the New York third Business Day immediately preceding the Expiration Date and or (ii) with respect to any date on or prior to the fourth Business Day immediately preceding the Expiration Date, the last Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission thereunder) on the Nasdaq National Market, and not accepted prior thereto or at the same time for trading pursuant to the rules of another SRO that are filed with the Securities and Exchange Commission under the Exchange Act (such Business Day being a "Delisting Date, ") or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to made by such time, will or the Valuation Date for which has as of such time been postponed as provided in Section 2.03, shall be deemed to be automatically exercised on such date without any requirement of delivery of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Day following such date. If the Delisting Date following occurs on or after the Exercise Expiration Date and prior to any Extended Expiration Date (as defined in Section 2.03(b)(ii)), the Warrants will be deemed worthless. However, if the Company first receives notice of the delisting or suspension of the Warrants on the same day on which such Warrants are delisted or suspended, such day will be deemed a Delisting Date for such Warrantspurposes of this Agreement. The Warrant Agent shall by 5:00 p.m.P.M., New York City time, on the third Business Day immediately preceding the Expiration Date or any earlier date on which the Delisting DateWarrant Agent receives notice of any delisting of the Warrants, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company and the Determination Agent (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised exercised. On the Valuation Date for such Warrants (or, if such Valuation Date is not a Business Day, on such day. The the next succeeding Business Day), the Warrant Agent shall (i) by 3:00 p.m.except as provided in Section 2.02(h), New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m.P.M., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants (unless the Cash Settlement Value shall be calculated by the Determination Agent); and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing The Determination Agent shall by 1:00 P.M., New York City time, on the Expiration Date or the Delisting applicable Valuation Date, the Company shall so notify the Warrant Agent and of the Determination Agent, and the Cash Settlement Value with respect Spot Nasdaq 100 Index applicable to the exercised Warrants shall to be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as automatically exercised. In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Definitive Warrants subject to automatic exercise (other than Book-Entry Warrants and Definitive Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or an Exercise Limitation Extension Event as described in Section 2.03(b)), if the Company shall make has made adequate New York Clearing House or next day funds available to the Warrant AgentAgent in a timely manner, not which shall in no event be later than 3:00 p.m.P.M., New York City time, on the sixth New York fourth Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York fourth Business Day following the New York Business Day next succeeding the such Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent) prior to the close of business on the Automatic Funding Date (or, in the case of payments made by wire transfer, prior to the close of business on the Business Day next succeeding the Automatic Funding Date), against receipt by the Warrant Agent at the Warrant Agent's Window, Attention: Tender Department, from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-entry Warrants subject to automatic exercise (other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or Extension Event as described in Section 2.03(b)), if the Company has made adequate New York Clearing House or next day funds available to the Warrant Agent in a timely manner, which shall in no event be later than 3:00 P.M., New York City time, on the Automatic Funding Date, the Warrant Agent will be responsible for making funds available to the Depository, against receipt of the Global Warrant Certificate, prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to, and for the payment of, to the aggregate Cash Settlement Value of suchthe Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension is occurring, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 A.M., New York City time, on the first Business Day following the date on which such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon an Extension Event, an Extraordinary Event or an Exercise Limitation Event. (a) All Subject to the provisions of Section 2.03(b) regarding Extension Events, all Warrants for which the Warrant Agent has not received an a valid Exercise Notice in proper form at or prior to 3:00 p.m.P.M., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and or (ii) with respect to any date prior to the Expiration Date, the last New York Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission thereunder) on the AMEX, and not accepted prior thereto or at the same time for trading pursuant to the rules of another SRO that are filed with the Securities and Exchange Commission under the Exchange Act (such New York Business Day being a "Delisting Date, ") or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to made by such time, will or the Valuation Date for which has as of such time been postponed as provided in Section 2.03, shall be deemed to be automatically exercised on as of such date without any requirement of delivery of an Exercise Notice to the Warrant Agent. If such Delisting Date occurs on or after the Expiration Date and prior to any Extended Expiration Date (as defined in Section 2.03(b)(ii)), the Warrants will be deemed worthless. However, if the Company first receives notice of the delisting or suspension of the Warrants on the same day on which such Warrants are delisted or suspended, such day will be deemed a Delisting Date for purposes of this Agreement. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date Day following the Exercise Date for such Warrantsdate. The Warrant Agent shall by 5:00 p.m.P.M., New York City time, on the Expiration Date or any earlier date on which the Delisting DateWarrant Agent receives notice of any delisting of the Warrants, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company and the Determination Agent (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised exercised. On the Valuation Date for such Warrants (or, if such Valuation Date is not a New York Business Day, on such day. The the next succeeding New York Business Day), the Warrant Agent shall (i) by 3:00 p.m.except as provided in Section 2.02(h), New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m.P.M., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants (unless the Cash Settlement Value shall be calculated by the Determination Agent); and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing The Determination Agent shall by 1:00 P.M., New York City time, on the Expiration Date or the Delisting applicable Valuation Date, the Company shall so notify the Warrant Agent and of the Determination Agent, and the Cash Settlement Value with respect Spot AMEX Hong Kong 30 Index applicable to the exercised Warrants shall to be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as automatically exercised. In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Definitive Warrants subject to automatic exercise (other than Book-Entry Warrants and Definitive Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or an Exercise Limitation Extension Event as described in Section 2.03(b)), if the Company shall make has made adequate New York Clearing House or next day funds available to the Warrant AgentAgent in a timely manner, not which shall in no event be later than 3:00 p.m.P.M., New York City time, on the sixth fourth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth fourth New York Business Day following the New York Business Day next succeeding the such Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent) prior to the close of business on the Automatic Funding Date (or, in the case of payments made by wire transfer, prior to the close of business on the New York Business Day next succeeding the Automatic Funding Date), against receipt by the Warrant Agent at the Warrant Agent's Window, Attention: Tender Department, from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-entry Warrants subject to automatic exercise (other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or Extension Event as described in Section 2.03(b)), if the Company has made adequate New York Clearing House or next day funds available to the Warrant Agent in a timely manner, which shall in no event be later than 3:00 P.M., New York City time, on the Automatic Funding Date, the Warrant Agent will be responsible for making funds available to the Depository, against receipt of the Global Warrant Certificate, prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to, and for the payment of, to the aggregate Cash Settlement Value of suchthe Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension is occurring, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 A.M., New York City time, on the first New York Business Day following the date on which such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon an Extension Event, an Extraordinary Event or an Exercise Limitation Event. (a) All Subject to the provisions of Section 2.03(b) regarding Extension Events, all Warrants for which the Warrant Agent has not received an a valid Exercise Notice in proper form at or prior to 3:00 p.m.P.M., New York City time, on the earlier of (i) the New York third Business Day immediately preceding the Expiration Date and or (ii) with respect to any date prior to the Expiration Date, the Business Day immediately preceding the last Business Day prior to the effective date on which the Warrants are delisted from, or permanently suspended from trading (within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission thereunder) on the AMEX, and not accepted prior thereto or at the same time for trading pursuant to the rules of another SRO that are filed with the Securities and Exchange Commission under the Exchange Act (such last Business Day prior to the effective date being a "Delisting Date"), or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been made, and which have not been canceled prior to made by such time, will or for which the Valuation Date has as of such time been postponed as provided in Section 2.03(b), shall be deemed to be automatically exercised on as of such date Expiration Date or Delisting Date, as the case may be, without any requirement of delivery of an Exercise Notice to the Warrant Agent. If such Delisting Date occurs on or after the Expiration Date and prior to any Extended Expiration Date (as defined in Section 2.03(b)(ii)), the Warrants will be deemed worthless. However, if the Company first receives notice of the delisting or suspension of the Warrants on the same day on which such Warrants are delisted or suspended, such day will be deemed a Delisting Date for purposes of this Agreement. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date Business Day following the Exercise Date for such Warrantsdate. The Warrant Agent shall by 5:00 p.m.P.M., New York City time, on the Expiration Date or any earlier date on which the Delisting DateWarrant Agent receives notice of any delisting of the Warrants, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company and the Determination Agent (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such dayexercised. The Warrant Agent shall (i) by 3:00 p.m.By 12:00 noon, New York City time, on the New York Business Day next succeeding the Valuation Date, calculate Date for such Warrants Warrants, the Warrant Agent shall (i) determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m.P.M., New York City time, on the New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants Warrants; and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing The Determination Agent shall by 10:00 A.M., New York City time, on the Expiration Date or Business Day next succeeding the Delisting applicable Valuation Date, the Company shall so notify the Warrant Agent and of the Determination Agent, and the Cash Settlement Spot Portfolio Value with respect applicable to the exercised Warrants shall to be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as automatically exercised. In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Definitive Warrants subject to automatic exercise (other than Book-Entry Warrants and Definitive Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or an Exercise Limitation Extension Event as described in Section 2.03(b)), if the Company shall make has made adequate New York Clearing House or next day funds available to the Warrant AgentAgent in a timely manner, not which shall in no event be later than 3:00 p.m.P.M., New York City time, on the sixth New York second Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth New York Business Day following the New York Business Day next succeeding the Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent) prior to the close of business on the Automatic Funding Date (or, in the case of payments made by wire transfer, prior to the close of business on the Business Day next succeeding the Automatic Funding Date), against receipt by the Warrant Agent at the Warrant Agent's Window, Attention: Tender Department, from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly cancelled by the Warrant Agent. In the case of Book-entry Warrants subject to automatic exercise (other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event, Exercise Limitation Event or Extension Event as described in Section 2.03(b)), if the Company has made adequate New York Clearing House or next day funds available to the Warrant Agent in a timely manner, which shall in no event be later than 3:00 P.M., New York City time, on the Automatic Funding Date, the Warrant Agent will be responsible for making funds available to the securities depository, against receipt of the Global Warrant Certificate, prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to, and for the payment of, to the aggregate Cash Settlement Value of suchthe Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension is occurring, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 A.M., New York City time, on the first Business Day following the date on which such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.

Automatic Exercise of Warrants. Exercise upon Upon an Extraordinary Event or Exercise Limitation Event. (a) All Warrants for which the Warrant Agent has not received an Exercise Notice in proper form at or prior to by 3:00 p.m., New York City time, on the earlier of (i) the New York Business Day immediately preceding the Expiration Date and or (ii) the any Delisting Date, as the case may be, or for which the Warrant Agent has received an a valid Exercise Notice in proper form but with respect to which timely delivery of the relevant Warrants has not been mademade prior to such time, and which have not been canceled prior to such time, will be deemed automatically exercised on such date without any requirement of an Exercise Notice to the Warrant Agent. The Exercise Date for such Warrants shall be the Expiration Date or the Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, Day and the Valuation Date for such Warrants shall be the first Index Calculation Date following the Exercise Date for such Warrantsdate. The Warrant Agent shall by 5:00 p.m., New York City time, on the Expiration Date or the any Delisting Date, as the case may be, or, if such date is not a New York Business Day, the next succeeding New York Business Day, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the number of Warrants to be automatically exercised on such day. The On the Valuation Date for such Warrants (or, if such Valuation Date is not a New York Business Day, on the next succeeding New York Business Day), the Warrant Agent shall (i) by 3:00 p.m.except as provided in Section 2.02(h), New York City time, on the New York Business Day next succeeding the Valuation Date, calculate for such Warrants determine the Cash Settlement Value (in the manner provided in Section 2.02(d2.02(e)) of the Warrants to be automatically exercised, ; (ii) by 5:00 p.m., New York City time, on the next New York Business Day next succeeding such Valuation Date, notify the Company (and such other parties (not to exceed two) as the Company shall designate in writing) of the Cash Settlement Value payable in respect of such exercised Warrants Warrants; and (iii) advise the Company of such other matters relating to the exercised Warrants as the Company shall reasonably request. If the Company determines that an Extraordinary Event or an Exercise Limitation Event (as defined herein) has occurred and is continuing on the Expiration Date or the Delisting Date, the Company shall so notify the Warrant Agent and the Determination Agent, and the Cash Settlement Value with respect to the exercised Warrants shall be equal to, and be calculated in the same manner as, an "Alternative Settlement Amount", in accordance with Section 2.03(b) herein (treating the Expiration Date or the Delisting Date, as In the case may be, as the date on which the Warrants were canceled for the purposes of Section 2.03(b)). With respect to Certificated Warrants subject to automatic exercise (other than Book-Entry Warrants and Certificated Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the sixth fourth New York Business Day following the Valuation Date for automatically exercised Warrants (or if such Valuation Date is not a New York Business Day, on the sixth fourth New York Business Day following the New York Business Day next succeeding the such Valuation Date) (in any such case, the "Automatic Settlement Funding Date"), funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of suchsuch Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making its payment available to the appropriate Registered Holder in the form of a cashier's check or an official bank check, or (in the case of payments of at least $100,000) by wire transfer to a U.S. Dollar account maintained by such Registered Holder in the United States (at such Registered Holder's election upon written notice to the Company and the Warrant Agent), after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date, against receipt by the Warrant Agent at the Warrant Agent's Office from such Registered Holder of its Warrant Certificates. Such payment shall be in the amount of the aggregate Cash Settlement Value in respect of the Warrants, evidenced by such Warrant Certificates, that were exercised automatically on the Expiration Date or on any Delisting Date, as the case may be. Warrant Certificates delivered to the Warrant Agent shall thereafter be promptly canceled by the Warrant Agent. In the case of Book-Entry Warrants subject to automatic exercise (other than Warrants subject to postponed exercise following the occurrence of an Extraordinary Event or an Exercise Limitation Event as described in Section 2.03(b)), the Company shall make available to the Warrant Agent, not later than 3:00 p.m., New York City time, on the Automatic Funding Date, funds in an amount equal to, and for the payment of, the aggregate Cash Settlement Value of such Warrants. Subject to such funds having been made available as provided in the preceding sentence, the Warrant Agent will be responsible for making funds available to DTC, against receipt of the Global Warrant Certificate, after 3:00 p.m., New York City time, but prior to the close of business, on the Automatic Funding Date. Such funds are to be in an amount equal to the aggregate Cash Settlement Value of the Warrants subject to such automatic exercise. The Company will advise the Warrant Agent as soon as practicable of the date of any expected delisting or permanent suspension of trading of the Warrants and will immediately inform the Warrant Agent after the Company has received notice that such delisting or suspension has occurred, but in no event will notice of such delisting or suspension be given to the Warrant Agent later than 9:30 a.m., New York City time, on the New York Business Day following the date that such delisting or suspension occurs. The Company will use its best efforts to notify the Warrantholders, or cause the Warrantholders to be notified, as promptly as practicable of any expected delisting or suspension of trading of the Warrants.