Common use of Delivery of Certificates Clause in Contracts

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal Agent Commission at Custodian system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for Upon receipt of the items specified in subsection A of this Section 2, the Company shall, as promptly as practicable, and in any event, within ten (10) business days thereafter, execute or cause to be executed and deliver to the Warrantholder, a certificate or certificates representing the aggregate number of Common Shares specified in said Subscription Form. Each certificate so delivered shall be in such denomination as reasonably may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or in the name of such other Warrantholder as shall be designated by the Warrantholder. If the Warrantholder elects to transfer the Warrants to such other Warrantholder, the Warrantholder will provide such evidence (including an opinion from counsel reasonably acceptable to the Company) as is necessary to establish that the issuance of Warrant Shares purchased hereunder shall to such other Warrantholder may be transmitted made without registration under the Securities Act (unless an appropriate registration statement covering the Warrant Shares has been ordered effective by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant and remains in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of effect). If this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on only in part, the date on which this Company shall, at the time of delivery of said certificate or certificates, deliver to the Warrantholder a new Warrant is surrendered and payment evidencing the right of the Exercise Price is received Warrantholder to purchase the remaining Common Shares covered by the Companythis Warrant. The Warrant Shares Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of certificates pursuant to this Section 2, including certificates to be issued to such Warrantholders as shall be deemed to have been issuedthe initial Warrantholders. Thereafter, and Holder or any other person so designated to be named therein in the event that certificates shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described registered in the immediately preceding sentence have occurredname of a person other than the initial Warrantholder, irrespective of funds sufficient to pay all transfer taxes which shall be payable upon the date of execution and delivery of such certificate or certificates, except that, if certificates shall be paid by the date of such surrender and payment is a date when the stock transfer books of Warrantholder to the Company are closed, such person shall be deemed to have become the holder of such shares at the close time of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the delivering this Warrant Shares purchasable under the Warrant are purchased, to the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedmentioned above.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder On (A) the Capital Increase Registration Date, and (B) promptly after each (i) date on which the Registration Statement shall be transmitted amended or a new registration statement relating to the Placement ADSs shall become effective or the Prospectus shall be amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the terms of securities, including the Placement ADSs, (2) in connection with the filing of a Prospectus Supplement that contains solely the information referred to in Section 4(n) hereof, or (3) in connection with the filing of any Current Report on Form 6-K (other than an Earnings 6-K) (each such date, a “Registration Statement Amendment Date”), (ii) date on which an Earnings 6-K shall be filed with the Commission as contemplated by Section 3(h) hereof (a “Company Earnings Report Date”) and (iii) Company Periodic Report Date, and (C) promptly after each reasonable request by the transfer agent Agent (each date of any such request by the Agent, a “Request Date”), the Company will furnish or cause to be furnished to the Agent, an officers’ certificate, dated such Capital Increase Registration Date, such Registration Statement Amendment Date, such Company Earnings Report Date, such Company Periodic Report Date or such Request Date, as the case may be, in form and substance reasonably satisfactory to the Agent, to the effect that the statements contained in each of the Company officers’ certificate referred to in Section 6(g) hereof, the Depositary’s certificate referred to in Section 6(j) and the secretary’s certificate referred to in Section 6(n) hereof that were last furnished to the Holder by crediting the account Agent are true and correct as of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in date of such system certificate as though made at and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company as of the Notice date of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above such certificate (the “Delivery Period”). This Warrant except that such statements shall be deemed to have been exercised on relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented at the date on which this Warrant is surrendered and payment of such certificate) or, in lieu of such certificate, certificates of the Exercise Price is received by same tenor as the Companycertificate referred to in Section 6(g)hereof, but modified as necessary to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented at the date of each such certificate. The Warrant Shares Notwithstanding the foregoing, if the Company subsequently decides to sell Placement ADSs following any such Registration Statement Amendment Date, such Company Earnings Report Date or such Company Periodic Report Date when the Company relied on such waiver and did not provide the Agent a certificate pursuant to clause (B) of the first sentence of this Section 4(o), the Company shall promptly provide the Agent with such certificate. As used in this Section 4(o), to the extent there shall be a sale of Placement ADSs on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to have been issued, and Holder be at or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver prior to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedApplicable Time for such sale.

Delivery of Certificates. Certificates for the Warrant Shares purchased hereunder so purchased, representing the aggregate number of shares specified in the Exercise Notice, shall be transmitted by the transfer agent of the Company delivered to the Holder by crediting the account of the hereof within a reasonable time, not exceeding five trading days, after this Warrant shall have been so exercised and Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant payment shall have been collected. The certificates so delivered shall be in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified denominations as may be reasonably requested by the Holder hereof and shall be registered in the Notice name of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of such Holder or such other name as shall be designated by such Holder. If this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which only in part, then, unless this Warrant is surrendered and payment of shall have expired, the Exercise Price is received by Company shall, at its expense, at the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date time of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. Subject to Section 1.4 hereof, upon delivery of an Exercise Notice and payment for the Warrant Shares to be purchased thereby, the Company’s obligation to deliver certificates for such Warrant Shares shall be absolute and unconditional and the Company agrees not to assert (dated as and hereby waives to the fullest extent permitted by law) any defenses against its obligation to so deliver such certificates. In the event the Company fails to deliver such certificates, the Company understands that the Holder will be entitled to pursue actual damages (whether or not such failure is caused by the Company’s failure to maintain a sufficient number of the Issue Dateauthorized shares of Common Stock), and each Holder shall have the right to pursue all remedies available at law or in the same form and tenor as this Warrant, evidencing that portion equity (including a decree of the Warrant not exercisedspecific performance or injunctive relief).

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a mannerAs soon as practicable, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three any event not later than seven Business Days from after the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchasedConversion Date, the Company will, upon in the case of Bonds being converted on exercise of the Conversion Right and in respect of which a Conversion Notice has been delivered and the relevant Certificate and amounts payable by the relevant Bondholder deposited as required by Condition 5.3(1), register the Bondholder as provided in the Conversion Notice as holder(s) of the relevant number of Shares in the Company’s stock and transfer book through the Stock Transfer Agent and will cause the Stock Transfer Agent to make a certificate or certificates for the relevant Shares available for collection at the Specified Office or, if so requested in the relevant Conversion Notice, will cause the Stock Transfer Agent to mail (at the risk, and, if sent at the request of such partial exerciseperson otherwise than by ordinary mail, execute and deliver at the expense, of the person to whom such certificate or certificates are sent) such certificate or certificates to the Holder person and at the place specified in the Conversion Notice, together with any other securities, property or cash required to be delivered upon conversion or subscription and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. If the Conversion Date in relation to any Bond shall be on or after a new Warrant (dated as date with effect from which an adjustment to the Conversion Price takes retroactive effect pursuant to any of the Issue Date), provisions referred to in Condition 6 and the relevant Conversion Date falls on a date when the relevant adjustment has not yet been reflected in the same form and tenor then current Conversion Price, the Company will procure that the provisions of this sub-paragraph (4) shall be applied, mutatis mutandis, to such number of Shares as this Warrant, evidencing that portion is equal to the excess of the Warrant not exercisednumber of Shares which would have been required to be issued on conversion of such Bond if the relevant retroactive adjustment had been given effect as at the said Conversion Date over the number of Shares previously issued pursuant to such conversion, and in such event and in respect of such number of Shares references in this sub-paragraph (4) to the Conversion Date shall be deemed to refer to the date upon which such retroactive adjustment becomes effective (disregarding the fact that it becomes effective retroactively).

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company (“"DTC”") through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “"Delivery Period”"). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for Warrant Upon receipt of the exercise form, the Company shall, as promptly as practicable, and, subject to receipt of any necessary regulatory approvals (including expiration of any applicable waiting period), in any event within ten (10) business days thereafter, deliver to Holder a duly executed certificate or certificates representing the aggregate number of shares of Shares purchased hereunder issuable upon such exercise. Such stock certificate or certificates shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system denominations and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder registered in the Notice of Exercise within three Business Days from name designated in the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”)subscription form. This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares Shares for all purposes, as of the date on which all of the criteria described items in the immediately preceding sentence Section 2.1 above have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openbeen received by Company. If fewer than all of the this Purchase Warrant Shares purchasable under the Warrant are purchasedshall have been exercised in part, the Company will, upon such partial exercise, execute and shall deliver to the Holder a new Purchase Warrant evidencing the rights of Holder to purchase the remaining shares of Shares issuable upon exercise of this Purchase Warrant, which new Purchase Warrant shall in all other respects be identical with this Purchase Warrant. Notwithstanding the foregoing, if in connection with the exercise of this Purchase Warrant or acquisition of shares of Shares, any regulatory approval shall be required, including expiration of any applicable waiting period, then, if Holder attempts to exercise during such restricted period and the Expiration Date shall fall within that period, the Expiration Date shall be extended while any such regulatory approval or waiting period is pending and promptly following receipt of such approval or expiration of such waiting period (dated as of the Issue Datebut in no event later than ten (10) business days thereafter), in this Purchase Warrant shall be surrendered and the same form and tenor Exercise Price shall be paid as this Warrant, evidencing that portion of the Warrant not exercisedprovided herein.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by Not later than three (3) Trading Days after a Conversion Date or the transfer agent of Automatic Conversion Date, the Company shall cause the Transfer Agent (as hereafter defined) to deliver to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”i) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, representing the number of shares of Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 5(b)(ii)) and (ii) Debentures in a principal amount equal to the principal amount of Debentures tendered in connection with a conversion hereunder but not converted. Any certificates representing shares of Common Stock to be delivered upon a conversion hereunder shall be free of restrictive legends and trading restrictions, except thatthose specified in Section 4.1(b) of the Purchase Agreement. The Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Debentures to be converted are either delivered to the Transfer Agent for conversion, or until the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and provides a bond reasonably satisfactory to the Company (or other adequate security reasonably acceptable to the Company) to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the Holder, use its best efforts to deliver any Debentures required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If such certificate or certificates are not delivered within ten (10) Trading Days after a Conversion Date, the holder shall be entitled to rescind such Conversion Notice upon written notice to the Company, in which event the Company shall immediately instruct the Transfer Agent to return the Debentures subject to such Conversion Notice that were tendered for conversion. The Company shall pay to the converting Holder, as liquidated damages and not as penalty, $3,000 for each day that the Company fails to deliver such certificate or certificates pursuant to this Section commencing after the fifth (5th) Trading Day after the applicable Conversion Date or Automatic Conversion Date. In addition, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed fails to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder such Debentures pursuant to this Section prior to a new Warrant fifteenth (dated 15th) day after the Conversion Date or Automatic Conversion Date, the Company shall, at the Holder's option, repay the principal amount of (and accrued but unpaid interest on) the Debentures then held by such Holder, as requested by such Holder, in an amount equal to the Prepayment Price calculated as of the Issue Conversion Date or Automatic Conversion Date (which date may be referred to herein as a "Prepayment Date"). If the Holder has requested that the Company repay the Debentures pursuant to this Section and the Company fails for any reason to pay the Prepayment Price hereunder within five (5) Business Days after such notice, the Company will pay interest on such Prepayment Price at a rate of 17% per annum, in the same form cash to such Holder, accruing from such fifth (5th) Business Day until such Prepayment Price and tenor as this Warrant, evidencing that portion of the Warrant not exercisedany accrued but unpaid interest thereon is paid in full.

Delivery of Certificates. Certificates As soon as practicable after the Corporation receives payment for Warrant Shares covered by this Option, it shall deliver a certificate or certificates representing the Shares so purchased hereunder to the Optionee. Only one certificate evidencing the Shares will be issued unless the Optionee otherwise requests in writing. Such certificate shall be transmitted by registered in the transfer agent name of the Company Optionee. Such stock certificate shall carry such appropriate legends, and such written instructions shall be given to the Holder Corporation's transfer agent, if any, as may be deemed necessary or advisable by crediting counsel to the account Corporation in order to comply with the requirements of the Holder’s prime broker with Securities Act of 1933, as amended (the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner"1933 Act"), and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder any state securities laws or any other person so designated applicable laws. SECURITIES LAWS. Optionee acknowledges that this Option and the Shares subject to this Option have not been registered under the 1933 Act, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Option or any Shares subject to this Option issued upon its exercise in the absence of (a) an effective registration statement under the 1933 Act as to this Option or such Shares subject to this Option and registration or qualification of this Option or such Shares subject to this Option under any applicable Blue Sky or state securities law then in effect or (b) an opinion of counsel, satisfactory to the Corporation, that such registration and qualification are not required. Without limiting the generality of the foregoing, unless the offering and sale of the Shares subject to this Option to be named therein issued upon the exercise of this Option shall have been effectively registered under the 1933 Act, the Corporation shall be deemed under no obligation to issue the Shares covered by such exercise unless and until the Optionee shall have become executed an investment letter in form and substance satisfactory to the Corporation, including a holder of record warranty at the time of such shares exercise that it is acquiring such Shares for all purposesits own account, as and will not transfer the Shares subject to this Option unless pursuant to an effective and current registration statement under the 1933 Act or an exemption from the registration requirements of the date on 1933 Act and any other applicable restrictions, in which all of event the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person Optionee shall be deemed bound by the provisions of a legend or legends to have become such effect which shall be endorsed upon the holder of certificate(s) representing the Shares subject to this Option issued pursuant to such shares at exercise. The Shares subject to this Option issued upon exercise thereof shall be imprinted with legends in substantially the close of business on following form: "THE SECURITIES REPRESENTED BY THE STOCK OPTION AGREEMENT DATED AS OF FEBRUARY 12, 1997 BETWEEN THE CORPORATION AND XXXXXX XXXXXXXXX HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED." After the next succeeding date on which Registration Statement referred to in SECTION 6 below is declared effective by the stock transfer books are open. If fewer than all of Securities and Exchange Commission (the Warrant Shares purchasable under the Warrant are purchased"Commission"), the Company will, upon such partial exercise, execute and Optionee may deliver to the Holder a new Warrant (dated as Corporation the certificates representing the Shares subject to this Option so registered, and the Corporation will, within three days after receipt by the Corporation of the Issue Date)foregoing, issue new certificates representing and in exchange for the same form and tenor aforementioned certificates, which new certificates shall be legended as this Warrantfollows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, evidencing that portion of the Warrant not exercisedAS AMENDED. THE SECURITIES MAY BE SOLD PURSUANT TO THE REGISTRATION STATEMENT PROVIDED THAT (i) THE REGISTRATION STATEMENT IS CURRENT AND EFFECTIVE, (ii) THE HOLDER COMPLIES WITH THE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND (iii) THE SALE IS IN COMPLIANCE WITH THE PLAN OF DISTRIBUTION SET FORTH IN THE PROSPECTUS."

Delivery of Certificates. Certificates for The Warrant Shares purchased hereunder shall be transmitted Agent shall, by 11:00 A.M. Eastern Time on the business day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock issuable upon such exercise in accordance with the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Company shares of Common Stock issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Exercise Price, execute, issue and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth business day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker with the Depository Trust Company (“DTC”) or of the Participant through its Deposit Deposit/Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible at Custodian system. The time periods for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person paragraph shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver apply to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedelectronic transmittals described herein.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder Not later than two (2) Trading Days after the Closing (the “Share Delivery Date”), Parent shall deliver, or cause to be transmitted by delivered, to the transfer agent stockholders of the Company a certificate or certificates representing the number of shares of Parent Common Stock being issued as the Merger Consideration. All certificate or certificates required to be delivered by Parent under this Section 2.04(a) shall be delivered electronically through DTC or another established clearing corporation performing similar functions, unless Parent or its Transfer Agent does not have an account with DTC and/or is not participating in the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if DTC Fast Automated Securities Transfer Program, then the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute issue and deliver to the Holder address as specified in this Agreement a new Warrant certificate (dated as or certificates), registered in the name of the Issue Datestockholder or its designee, for the number of shares of Parent Common Stock being acquired. The shares of Parent Stock shall bear a restrictive legend in substantially the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), in IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the same form foregoing, commencing on such date that the shares of Parent Stock are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request and tenor as this Warrantat the Company’s expense, evidencing that portion of the Warrant not exercisedshall obtain a legal opinion to allow for such sales under Rule 144.

Delivery of Certificates. Certificates for Warrant (a) The Company shall not be required to issue or deliver any Shares purchased hereunder shall be transmitted by pursuant to an exercise of this SAR prior to the transfer agent admission of such Shares to listing on any stock exchange on which Common Stock of the Company to may at that time be listed. If at any time during the Holder by crediting the account term of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if this SAR the Company shall be advised by its counsel that the Shares deliverable upon an exercise of this SAR are required to be registered under the Federal Securities Act of 1933 or any state securities law, or that delivery of such Shares must be accompanied or preceded by a Prospectus meeting the requirements of such Act, the Company will use its best efforts to effect such registration or provide such Prospectus not later than a reasonable time following each exercise of this SAR, but delivery of Shares by the Company may be deferred until such registration is a participant effected or such Prospectus is available. The Grantee agrees and acknowledges that this SAR may not be exercised unless the foregoing conditions are satisfied. The Grantee shall have no interest in such system Shares covered by this SAR unless and such Warrant until certificates for said Shares are eligible issued. (b) No adjustment shall be made for delivery in such a manner, and otherwise by physical delivery to the address specified dividends or other distributions made by the Holder in Company to its shareholders or other rights for which the Notice of Exercise within three Business Days from the delivery record date is prior to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which the Grantee is admitted as a shareholder with respect to Shares that may be issued upon an exercise of this Warrant is surrendered and payment of SAR. Notwithstanding the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date)sentence, in the same form event of an extraordinary cash dividend or distribution, the Committee shall make appropriate and tenor equitable adjustments to the remaining number of Shares subject to this SAR and/or to the Strike Price hereof as the Committee determines in its sole and reasonable discretion are necessary to prevent dilution of Xxxxxxx’s rights hereunder. The Committee’s determination with respect to any such adjustments under this Warrant, evidencing that portion of paragraph 8 shall be conclusive and binding on the Warrant not exercisedGrantee. 9.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”)above. This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.. (c)

Delivery of Certificates. Certificates for Warrant (a) The Company shall not be required to issue or deliver any Shares purchased hereunder shall be transmitted by upon the transfer agent exercise of this Option prior to the admission of such Shares to listing on any stock exchange on which Common Stock of the Company to may at that time be listed. If at any time during the Holder by crediting the account term of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if this Option the Company shall be advised by its counsel that the Shares deliverable upon an exercise of this Option are required to be registered under the Federal Securities Act of 1933 or any state securities law, or that delivery of such Shares must be accompanied or preceded by a Prospectus meeting the requirements of such Act, the Company will use its best efforts to effect such registration or provide such Prospectus not later than a reasonable time following each exercise of this Option, but delivery of Shares by the Company may be deferred until such registration is a participant effected or such Prospectus is available. The Optionee agrees and acknowledges that this Option may not be exercised unless the foregoing conditions are satisfied. The Optionee shall have no interest in such system Shares covered by this Option unless and such Warrant until certificates for said Shares are eligible issued. (b) No adjustment shall be made for delivery in such a manner, and otherwise by physical delivery to the address specified dividends or other distributions made by the Holder in Company to its shareholders or other rights for which the Notice of Exercise within three Business Days from the delivery record date is prior to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which the Optionee is admitted as a shareholder with respect to Shares that may be issued upon an exercise of this Warrant is surrendered and payment of Option. Notwithstanding the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date)sentence, in the same form event of an extraordinary cash dividend or distribution, the Committee shall make appropriate and tenor equitable adjustments to the remaining number of Shares subject to this Option and/or to the exercise price hereof as the Committee determines in its sole and reasonable discretion are necessary to prevent dilution of Optionee’s rights hereunder. The Committee’s determination with respect to any such adjustments under this Warrant, evidencing that portion of paragraph 8 shall be conclusive and binding on the Warrant not exercisedOptionee. 9.