Common use of Delivery of Stock Certificates, etc Clause in Contracts

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. Any exercise of the Warrants pursuant to Section 4 hereof shall be deemed to have been effective immediately prior to the close of business on the date on which the Warrants with the subscription form and the check for the aggregate Purchase Price shall have been received by the Company; except that the Company shall not be required to open its stock transfer books in order to effect an exercise, and the effective time in such event shall be the date the stock transfer books are reopened. At such time, the person or persons in whose name or names any certificate or certificates for shares of Underlying Securities shall be issuable upon such exercise shall be deemed to have become the holder or holders of record of the shares of Underlying Securities so purchased. As soon as practicable after the exercise of this any Warrant, in whole or in partthe Company, and in any event within five (5) Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes), will cause to be issued to and delivered or registered in the name of of, and delivered to, the Holder hereof orpurchasing Warrantholder, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of the Underlying Securities to which such Holder Warrantholder shall be entitled upon such exercise plusexercise, plus in lieu of any fractional share to which such Holder Warrantholder would otherwise be entitled, cash in an amount equal determined pursuant to Subsection 7(h) hereof. Such certificate shall contain the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC"legend required by Subsection 3(b) Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price (as defined in Section 5) per share on the Business Day next preceding the date of such exercise. If the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend program and the Holder is not obligated Warrant Shares may be issued as book-entry shares pursuant to return such certificate for the placement of a legend thereonprogram, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("“DTC Transfer"”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. As soon The Company shall, as promptly as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, after the delivery to the Company at its expense will of an Exercise Notice or Conversion, as the case may be, execute and deliver or cause to be issued to executed and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plusdelivered, in lieu of any fractional share to which accordance with such Holder would otherwise be entitlednotice, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical or certificates representing the Warrant aggregate number of Shares so purchasedof Common Stock specified in said notice. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any The certificate or certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereofspecified in such notice or, if such notice shall not specify denominations, shall be registered in the amount of the number of shares of Common Stock for which the Warrant is being exercised and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder and or any other Person so designated to be named therein shall bear be deemed for all purposes to have become a restrictive legendholder of record of such Common Stock, as of the date the aforementioned notice, accompanied by full payment of the Exercise Price with respect to such Common Stock pursuant to Section 1.1, is received by the Company. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such the certificate or certificates, deliver to the Holder a new Warrant or Warrants of like tenorwarrant certificate evidencing the rights to purchase the remaining Common Stock provided for by this Warrant, calling which new warrant certificate shall in all other respects be identical with this warrant, or, at the aggregate on the face or faces thereof for issuance request of the number of Holder, appropriate notation may be made on this Warrant Shares equal (without giving effect to any adjustment therein) which shall then be returned to the number Holder. The Company shall pay all expenses, taxes (other then income taxes of a Holder) and other charges payable in connection with the preparation, issuance and delivery of any such certificates for Common Stock and new Warrants, except that, if any such Common Stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such shares called transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1payment.

Delivery of Stock Certificates, etc. As soon as practicable after the any exercise of this Warrant, in whole or in partWarrant and payment of the sum payable upon such exercise, and in any event within five (5) Business Days 10 days thereafter, the Company Company, at its expense expense, will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orholder of this Warrant, subject to Section 3, or in the name of a permitted transferee as such Holder (upon payment by such Holder of any applicable transfer taxes) holder may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares (or other securities or property to which such Holder holder shall be entitled upon such exercise exercise), plus, in lieu of any fractional share Warrant Shares to which such Holder holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then-current fair market value ("Market Value") of one full Warrant Share. The Market Value shall be the Closing Price (as hereinafter defined) for one full share of Common Stock on the business day immediately preceding the day of exercise. As used herein, the term "Closing Price" shall mean the last sale price regular way or, in case no sale takes place on such day, the average of the Market Price per share closing bid and asked prices regular way, in either case on the Business Day next preceding principal national securities exchange on which the Common Stock of the Company is listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices on such day as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by the National Quotation Bureau, Inc., or a similar reporting organization. All calculations with respect to the Closing Price shall be made to the nearest cent. Issuance and delivery of the Warrant Shares deliverable on the due exercise of this Warrant may be postponed by the Company and its transfer agent during any period, not exceeding thirty days, for which the transfer books of the Company for the Common Stock are closed between (1) the record date set by the Board of Directors for the determination of shareholders entitled to vote at or to receive notice of any shareholders' meeting, or entitled to receive payment of any dividends or to any allotment of rights or to exercise rights in respect of any change, conversion or exchange of capital stock, and (2) the date of such exercise. If meeting of shareholders, the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate date for the placement payment of a legend thereonsuch dividends, the Company date for such allotment of rights, or the date when any such change or conversion or exchange of capital stock shall cause its transfer agent to electronically transmit go into effect, as the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder case may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1be.

Delivery of Stock Certificates, etc. As soon The Company shall, as promptly as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, after the delivery to the Company at its expense will of an Exercise Notice or Conversion, as the case may be, execute and deliver or cause to be issued to executed and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plusdelivered, in lieu of any fractional share to which accordance with such Holder would otherwise be entitlednotice, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical or certificates representing the Warrant aggregate number of Shares so purchasedof Common Stock specified in said notice. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any The certificate or certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereofspecified in such notice or, if such notice shall not specify denominations, shall be registered in the amount of the number of shares of Common Stock for which the Warrant is being exercised and shall be issued in the name of the Holder or such other name or names as shall be designated in such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder and or any other Person so designated to be named therein shall bear be deemed for all purposes to have become a restrictive legendholder of record of such Common Stock, as of the date the aforementioned notice, accompanied by full payment of the Exercise Price with respect to such Common Stock pursuant to Section 1.1 or Section 1.2, as applicable, is received by the Company. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such the certificate or certificates, deliver to the Holder a new Warrant or Warrants of like tenorwarrant certificate evidencing the rights to purchase the remaining Common Stock provided for by this Warrant, calling which new warrant certificate shall in all other respects be identical with this warrant, or, at the aggregate on the face or faces thereof for issuance request of the number of Holder, appropriate notation may be made on this Warrant Shares equal (without giving effect to any adjustment therein) which shall then be returned to the number Holder. The Company shall pay all expenses, taxes (other then income taxes of a Holder) and other charges payable in connection with the preparation, issuance and delivery of any such certificates for Common Stock and new Warrants, except that, if any such Common Stock certificates or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such shares called transfer shall be paid by the Holder at the time of delivering the aforementioned notice of exercise or promptly upon receipt of a written request of the Company for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1payment.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense (including the payment by it of any applicable issuance taxes) will cause to be issued to and delivered or registered in the name of the Holder holder hereof or, subject to Section 35, as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock to which such Holder holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder holder by crediting the account of the Holder holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder holder physical certificates representing the Warrant Shares so purchased. Further, the Holder holder may instruct the Company to deliver to the Holder holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder holder hereof, shall be registered in the name of such Holder holder and, following the date on which the Warrant Shares have been registered for resale under the Securities Act pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement") dated June ___, 2001, by and between the Company and the other signatories thereto or otherwise may be sold by the holder pursuant to Rule 144 promulgated under the Securities Act (or a successor rule), shall not bear a any restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. on Exercise. As soon as practicable after the exercise of this Warrant, in whole or in part, Warrant and in any event within five (5) Business Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Current Fair Market Value of one full share, together with any other stock or Other Securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company shall pay any taxes and other governmental charges that may be imposed under the laws of the Market Price per share United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock (or Other Securities) or payment of cash upon exercise of this Warrant (other than income taxes imposed on the Business Day next preceding Holder). The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the date issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company's transfer agent is participating in Company fails to issue and deliver the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant for the exercise hereof do not bear a legend and Common Stock to the Holder is not obligated pursuant to return such certificate for the placement first sentence of a legend thereonthis paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to pay or reimburse the Holder by crediting the account on demand for all out-of-pocket expenses, including, without limitation, fees and expenses of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfiedlegal counsel, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested incurred by the Holder hereof, shall be registered in the name as a result of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1failure.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business three Trading Days thereafter, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Current Fair Market Value of one full share, together with any other stock or other securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the Market Price per share on absence of any action by the Business Day next preceding Holder to enforce the date same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company's transfer agent is participating in Company fails to issue and deliver the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant for the exercise hereof do not bear a legend and Common Stock to the Holder is not obligated pursuant to return such certificate for the placement first sentence of a legend thereonthis paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to pay or reimburse the Holder by crediting the account on demand for all out-of-pocket expenses including, without limitation, fees and expenses of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested legal counsel incurred by the Holder hereof, shall be registered in the name as a result of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1failure.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's ’s transfer agent is participating in the Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("“DTC Transfer"”). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. (a) As soon as practicable after the exercise of this Warrant, in whole or in part, Warrant and in any event within five (5) Business three Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except to the extent permitted under Section 6.11 of the Purchase Agreement), plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction VWAP of one full share of Common Stock, together with any other stock or Other Securities or any property (including cash, where applicable) to which the Market Price per share Holder is entitled upon such exercise pursuant to Section 2 or otherwise on the Business Day next preceding the date of the exercise of this Warrant that gives rise to such exercisefraction (or the immediately preceding Trading Day if this Warrant is exercised on a day other than a Trading Day). If In lieu of delivering physical certificates for the shares of Common Stock (or Other Securities) issuable upon any exercise of this Warrant, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, and so long as certificates issued pursuant upon request of the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereonHolder, the Company shall use commercially reasonable efforts to cause its transfer agent electronically to electronically transmit the Warrant Shares so purchased such shares of Common Stock (or Other Securities) issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder Holder's (or such designee's) broker with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"provided that the same time periods herein as for stock certificates shall apply). The Company shall pay any taxes and other governmental charges that may be imposed under the laws of the United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock (or Other Securities) or payment of cash upon exercise of this Warrant (other than income taxes imposed on the Holder). The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. If the aforementioned conditions Company fails to deliver or cause to be delivered to the Holder such shares of Common Stock (or Other Securities) pursuant to this Section 3(a) (free of any restrictions on transfer or legends except to the extent permitted under Section 6.11 of the Purchase Agreement) in accordance herewith, within five Trading Days after a DTC Transfer are not satisfiedparticular exercise of this Warrant, then, in addition to any other liability the Company may have, the Company shall pay to the Holder, in cash, upon demand of the Holder from time to time an amount, computed at the rate of 2% per month of the VWAP of the shares of Common Stock (or Other Securities) not timely delivered by the Company, for each day in the period such failure continues (the "Exercise Delay Payments"), with each change in the VWAP during such period being given effect. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock in accordance with the terms of this Warrant shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering connection with such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1exercise.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next immediately preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. As soon as practicable after (a) Gold & Appel will immediately delivxx xx the exercise Pledgee all certificates or other writings representing or evidencing any of this Warrantthe Epoch Shares, either in whole suitable form for transfer by delivery, or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof orGold & Appel and accompanied by stoxx xxwers or other appropriate instruments of transfer or assignment, subject to Section 3duly executed by Gold & Appel in blank and undated, as such Holder (upon payment by such Holder of any applicable xxx xn either case having attached thereto all requisite federal or state stock transfer taxes) may directtax stamps, the number of duly authorized, validly issued, fully paid all in form and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal substance satisfactory to the same fraction Pledgee. Each of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall Pledgors will immediately deliver to the Holder physical Pledgee all certificates or other writings representing or evidencing any other "securities" or "instruments" (as such terms are defined in the UCC) included in the Collateral at any time acquired or received by any Pledgor, directly or indirectly (including, without limitation, certificates representing the Warrant Shares so purchased. Furthershares of Startec Stock that are issued in exchange for shares of Capsule Pledged Stock), the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased either in lieu of delivering such shares suitable form for transfer by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereofdelivery, shall be registered or issued in the name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or state stock transfer tax stamps, all in form and substance satisfactory to the Pledgee. (b) Each Pledgor authorizes the Pledgee to file, in the Pledgee's discretion and at such Holder Pledgor's expense, in jurisdictions where this authorization will be given effect, financing statements and shall bear a restrictive legendcontinuation statements covering the Collateral signed only by the Pledgee, and hereby appoints the Pledgee as such Pledgor's attorney-in-fact to sign and file any such financing statements, continuation statements and any other filings or recordations covering the Collateral of such Pledgor. If this Warrant shall have been exercised only in part, then the Company Such Pledgor shall, at its expense, at execute, deliver, file and record any such documents, assignments, agreements, or statements (including, without limitation, financing and continuation statements under the UCC) and take any other action that from time to time may be necessary or desirable, or that the Pledgee may request, in order to create, preserve, perfect, confirm or validate the security interests granted hereunder or to enable the Pledgee to obtain the full benefits of, or to enforce its rights, powers and remedies under, this Agreement. (c) Within 10 business days after the date of delivery of such certificatesa demand by the Pledgee for Demanded Shares, the Pledgors will deliver to the Holder a new Warrant Pledgee all certificates or Warrants of like tenorother writings representing or evidencing such Demanded Shares, calling either in suitable form for transfer by delivery, or issued in the aggregate on name of a Pledgor and accompanied by stock powers or other appropriate instruments of transfer or assignment, duly executed by the face relevant Pledgor in blank and undated, and in either case having attached thereto all requisite federal or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) state stock transfer tax stamps, all in form and substance satisfactory to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.Pledgee. 6.3

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after the exercise of this Warrant, in whole or in part, Warrant and in any event within five (5) Business three Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Current Fair Market Value of one full share, together with any other stock or other securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company shall pay any taxes and other governmental charges that may be imposed under the laws of the Market Price per share United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock (or Other Securities) or payment of cash upon exercise of this Warrant (other than income taxes imposed on the Business Day next preceding Holder). The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the date issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company's transfer agent is participating in Company fails to issue and deliver the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased Common Stock to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.Holder

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that, provided the purchase price listed in the Subscription Form is received as specified in Section 2 hereof, the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant, Warrant in whole full or in partpart and the payment is made, and in any event within five (5) Business Days thereafterbusiness days thereafter (“ Warrant Share Delivery Date ”), the Company Company, at its expense (including the payment by it of any applicable issue taxes), will cause to be issued to and delivered or registered in the name of of, and delivered to, the Holder hereof orhereof, subject to Section 3, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable Warrant Shares non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled upon on such exercise exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 hereof or otherwise. The Company understands that a delay in the delivery of the Market Price per share on Warrant Shares after the Business Day next preceding Warrant Share Delivery Date could result in economic loss to the date of such exerciseHolder. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and As compensation to the Holder is not obligated to return for such certificate for the placement of a legend thereonloss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall cause its transfer agent promptly pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to electronically transmit any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. FurtherShare Delivery Date, the Holder may instruct revoke all or part of the relevant Warrant exercise by delivery of a written notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to deliver their respective positions immediately prior to the Holder physical certificates representing exercise of the Warrant Shares so purchased in lieu relevant portion of delivering such shares by way of DTC Transfer. Any certificates so delivered this Warrant, except that the liquidated damages described above shall be in such denominations as may be reasonably requested by payable through the Holder hereof, shall be registered in the name date notice of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver revocation or rescission is given to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1Company.

Delivery of Stock Certificates, etc. on Exercise. The Company ------------------------------------------------ agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant, Warrant in whole full or in part, and in any event within five three (53) Business Days thereafterbusiness days thereafter ("Warrant Share Delivery Date"), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orhereof, subject to Section 3, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such Holder shall be entitled upon on such exercise exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company understands that a delay in the delivery of the Market Price per share on Warrant Shares after the Business Day next preceding Warrant Share Delivery Date could result in economic loss to the date of such exerciseHolder. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and As compensation to the Holder is not obligated to return for such certificate for the placement of a legend thereonloss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall cause its transfer agent pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to electronically transmit any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. FurtherShare Delivery Date, the Holder may instruct revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to deliver their respective positions immediately prior to the Holder physical certificates representing exercise of the Warrant Shares so purchased in lieu relevant portion of delivering such shares by way of DTC Transfer. Any certificates so delivered this Warrant, except that the liquidated damages described above shall be in such denominations as may be reasonably requested by payable through the Holder hereof, shall be registered in the name date notice of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver revocation or rescission is given to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1Company.

Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense (including the payment by it of any applicable issuance taxes) will cause to be issued to and delivered or registered in the name of the Holder holder hereof or, subject to Section 35, as such Holder holder (upon payment by such Holder holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock to which such Holder holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder holder by crediting the account of the Holder holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder holder physical certificates representing the Warrant Shares so purchased. Further, the Holder holder may instruct the Company to deliver to the Holder holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder holder hereof, shall be registered in the name of such Holder holder and, following the date on which the Warrant Shares have been registered for resale under the Securities Act pursuant to that certain Registration Rights Agreement (the "Registration Rights Agreement") dated [See Schedule Item 2], by and between the Company and the other signatories thereto or otherwise may be sold by the holder pursuant to Rule 144 promulgated under the Securities Act (or a successor rule), shall not bear a any restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder holder upon such exercise as provided in Section 1.1.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business three Trading Days thereafter, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then current fair market value (as determined in accordance with subsection 1.2) of one full share, together with any other stock or other securities any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for shares of Common Stock shall be absolute and unconditional, irrespective of the Market Price per share on absence of any action by the Business Day next preceding Holder to enforce the date same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise; provided, however, that nothing herein shall limit or prejudice the right of the Company to pursue any such claim in any other manner permitted by applicable law. If the Company's transfer agent is participating Company fails to issue and deliver the shares of Common Stock to the 113 Holder pursuant to the first sentence of this paragraph as and when required to do so, in addition to any other liabilities the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, may have hereunder and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereonunder applicable law, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to pay or reimburse the Holder by crediting the account on demand for all out-of-pocket expenses including, without limitation, fees and expenses of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfiedlegal counsel, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested incurred by the Holder hereof, shall be registered in the name as a result of such Holder failure and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to connection with enforcement by the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of its rights under this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1Warrant.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant, Warrant in whole full or in part, and in any event within five three (53) Business Days thereafterbusiness days thereafter ("Warrant Share Delivery Date"), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orhereof, subject to Section 3, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such Holder shall be entitled upon on such exercise exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company understands that a delay in the delivery of the Market Price per share on Warrant Shares after the Business Day next preceding Warrant Share Delivery Date could result in economic loss to the date of such exerciseHolder. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and As compensation to the Holder is not obligated to return for such certificate for the placement of a legend thereonloss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall cause its transfer agent pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to electronically transmit any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. FurtherShare Delivery Date, the Holder may instruct revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to deliver their respective positions immediately prior to the Holder physical certificates representing exercise of the Warrant Shares so purchased in lieu relevant portion of delivering such shares by way of DTC Transfer. Any certificates so delivered this Warrant, except that the liquidated damages described above shall be in such denominations as may be reasonably requested by payable through the Holder hereof, shall be registered in the name date notice of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver revocation or rescission is given to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1Company.

Delivery of Stock Certificates, etc. on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant, Warrant in whole full or in part, and in any event within five three (53) Business Days business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may directdirect in compliance with applicable securities laws, a certificate or certificates for the number of duly authorized, and validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such Holder shall be entitled upon on such exercise exercise, plus, in lieu of any fractional share to which such Holder holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The certificates for the Market Price per share on the Business Day next preceding the date number of such exercise. If the Company's transfer agent is participating in the Depository Trust Company shares of Common Stock ("DTC"or Other Securities) Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not shall bear a legend required or advisable under federal and state securities laws. The Holder agrees that if the Holder Registration Statement (as defined in the Registration Rights Agreement) is not obligated then currently effective or if the shares of Common Stock are eligible for sale pursuant to return such certificate for Rule 144 under the placement Securities Act of a legend thereon1933, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Furtheras amended, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof(i) sell, shall be registered in the name of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant transfer or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance dispose of the number shares of Warrant Shares equal (without giving effect to any adjustment therein) to Common Stock it receives as a result of the number of such shares called for on the face exercise of this Warrant minus pursuant to the number Registration Statement in accordance with the plan of distribution described therein (such shares so designated plan of distribution shall be substantially in the form attached hereto as Exhibit C) or the provisions of Rule 144, as applicable, and (ii) fulfill applicable prospectus delivery requirements imposed by such Holder upon such exercise as provided in Section 1.1applicable federal securities laws.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after the exercise of this Warrant, in whole or in part, Warrant and in any event within five (5) Business three Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Current Fair Market Value of one full share, together with any other stock or other securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the Market Price per share on absence of any action by the Business Day next preceding Holder to enforce the date same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company's transfer agent is participating in Company fails to issue and deliver the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant for the exercise hereof do not bear a legend and Common Stock to the Holder is not obligated pursuant to return such certificate for the placement first sentence of a legend thereonthis paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to pay or reimburse the Holder by crediting the account on demand for all out-of-pocket expenses including, without limitation, fees and expenses of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested legal counsel incurred by the Holder hereof, shall be registered in the name as a result of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1failure.

Delivery of Stock Certificates, etc. ON EXERCISE. As soon as practicable after the exercise of this Warrant, in whole or in part, Warrant and in any event within five (5) Business Trading Days thereafter, upon the terms and subject to the conditions of this Warrant, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued to and delivered or registered in the name of and delivered to the Holder hereof orHolder, subject to Section 3, or as such the Holder (upon payment by such the Holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock (or Other Securities) to which such the Holder shall be entitled upon on such exercise exercise, in such denominations as may be requested by the Holder, plus, in lieu of any fractional share to which such the Holder would otherwise be entitled, cash in an amount equal to such fraction multiplied by the same fraction then Current Fair Market Value of one full share, together with any other stock or Other Securities or any property (including cash, where applicable) to which the Holder is entitled upon such exercise pursuant to Section 1 or otherwise. The Company shall pay any taxes and other governmental charges that may be imposed under the laws of the Market Price per share United States of America or any political subdivision or taxing authority thereof or therein in respect of the issue or delivery of shares of Common Stock (or Other Securities) or payment of cash upon exercise of this Warrant (other than income taxes imposed on the Business Day next preceding Holder). The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the date issue of any certificate for shares of Common Stock (or Other Securities) issuable upon exercise of this Warrant or payment of cash to any Person other than the Holder, and in case of such transfer or payment the Company shall not be required to deliver any certificate for shares of Common Stock (or Other Securities) upon such exercise or pay any cash until such tax or charge has been paid or it has been established to the Company's reasonable satisfaction that no such tax or charge is due. Upon exercise of this Warrant as provided herein, the Company's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such exercise. If the Company's transfer agent is participating in Company fails to issue and deliver the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant for the exercise hereof do not bear a legend and Common Stock to the Holder is not obligated pursuant to return such certificate for the placement first sentence of a legend thereonthis paragraph as and when required to do so, in addition to any other liabilities the Company may have hereunder and under applicable law, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to pay or reimburse the Holder by crediting the account on demand for all out-of-pocket expenses, including, without limitation, fees and expenses of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"). If the aforementioned conditions to a DTC Transfer are not satisfiedlegal counsel, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested incurred by the Holder hereof, shall be registered in the name as a result of such Holder and shall bear a restrictive legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1failure.

Delivery of Stock Certificates, etc. 1.3.1 As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five three (53) Business Days thereaftertrading days after the date of the exercise, the Company at its expense (including the payment by it of any applicable issuance taxes) will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 34, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares shares of Common Stock to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise. If the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereonProgram, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system ("DTC Transfer"), unless such Warrant Shares are required to have a legend and such electronic transmission of legended shares is not permissible. If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purchased. Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and such certificates shall not bear a restrictive legendlegend if (i) the requirements for removal of such restrictive legend set forth in that certain Securities Purchase Agreement (the "Securities Purchase Agreement") dated September 25, 2001, by and between the Company and the other signatories thereto or (ii) the Warrant Shares covered by such certificates may be sold by the Holder pursuant to Rule 144(k) promulgated under the Securities Act (or a successor rule). If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number or shares of Warrant Shares Common Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.