Common use of Duration and Exercise of Warrants Clause in Contracts

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City time on September 30, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender the Company of the Warrant Certificate evidencing such Warrant, with the Form of Exercise duly completed and signed, and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.

Duration and Exercise of Warrants. The Warrants (a) This Warrant shall expire at be exercisable by the registered Holder on any business day before 5:00 p.m. P.M., New York City time, at any time and from time to time on September 30, 2002, provided, that if such or after the date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred hereof to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After At 5:00 p.m. P.M., New York City time on the Expiration Date, unexercised Warrants will the portion of this Warrant not exercised prior thereto shall be and become wholly void and of no value. Subject Prior to the provisions of this AgreementExpiration Date, each Holder shall have the right to purchase from the Company may not call or otherwise redeem this Warrant. (and the Company shall issue and sell b) Upon delivery of an executed Form of Election to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunderPurchase, upon surrender the Company of the Warrant Certificate evidencing such Warrant, together with the Form of Exercise grid attached hereto as Annex A duly completed and signed, to the Escrow Agent at its address set forth in the Escrow Agreement and the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and Company multiplied by the number of shares Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Common Stock purchasable upon exercise of a Warrant shall be subject Election to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the CompanyPurchase, the Company Escrow Agent shall thereupon promptly (but in no event later than 3 business days after the Date of Exercise (as defined herein) issue or cause to be issued and shall deliver cause to be delivered to or upon the written order of the Holder and in such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by name or names as the Warrant Certificate shall have been exercisedHolder may designate, a certificate for the Common Stock Warrant Shares issuable upon such exercise, free of restrictive legends except (i) either in the exercise event that a registration statement covering the resale of each the Warrant evidenced by such Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Certificate. Such certificate Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall be deemed to have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") Warrant Shares as of the date Date of Exercise of this Warrant. The Company shall, upon request of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. To effect an entirety or from time exercise hereunder, the Holder shall not be required to time for part only physically surrender this Warrant to the Company unless all the Warrant Shares have been exercised. Exercises hereunder shall have the effect of lowering the number of Warrants Warrant Shares in an amount equal to the applicable exercise, which shall be evidenced by entries set forth in the Exercise Schedule. The Holder and the Company shall maintain records showing the number of Warrant CertificateShares exercised and the date of such exercises. In the event that less than all of any dispute or discrepancy, the records of the Warrants evidenced Holder shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by a Warrant Certificate surrendered upon acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of Warrants are exerciseda portion of this Warrant, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered shares issuable upon exercise of Warrants shall this Warrant may be canceled by less than the Company. The Company shall deposit to amount stated on the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxesface hereof.

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City time on September 30the fifth anniversary of the Exercise Date (as defined below), 2002, providedPROVIDED, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. For any Warrant or Warrant Certificate, the "Expiration Date" shall be the fifth anniversary of the date of issuance thereof. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender the Company of the Warrant Certificate evidencing such Warrant, with the Form of Exercise duly completed and signed, and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company; PROVIDED, HOWEVER, that a Holder who is also a creditor of the Company may exercise Warrants by payment as herein provided, cancellation of indebtedness or a combination thereof. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 1011. Except as provided in Section 1011, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 67, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) fifteen days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City Atlanta time on September 30, 2002ten years following the date of issuance, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City Atlanta time on the next succeeding Business Day (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such WarrantsGeorgia. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City Atlanta time on the Expiration Date. After 5:00 p.m. New York City Atlanta time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one such number of fully paid and nonassessable share shares of Common Stock to which this Warrant relates at the exercise price (the "Exercise Price") provided in Section 5 hereof at the time in effect hereunder, upon surrender the Company of the Warrant Certificate evidencing such Warrant, with the Form form of exercise attached hereto as Exhibit B (the "Exercise Notice") duly completed and signed, and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 109. Except as provided in Section 109, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon Upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, Holder a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Company. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 5:01 p.m. New York City Atlanta time on September 30November 14, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day 2005 (such date of expiration being herein referred to as the "“Expiration Date"”). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws The Holder agrees to exercise all of the State of New York. The his Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to effective at 5:00 p.m. New York City Atlanta time on the Expiration Date. After 5:00 5:01 p.m. New York City Atlanta time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject In connection with the exercise of the Warrants, the Holder agrees to surrender to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender the Company of the Warrant Certificate evidencing such Warranthis Warrants, with the Form form of exercise attached hereto as Exhibit B (the “Exercise Notice”) duly completed and signed, and upon payment of to pay the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6Company on or prior to November 10, 2005. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 109. Except as provided in Section 109, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon Upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Companyother immediately available funds, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, Holder a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "“Shareholder"”) as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election All shares of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all Common Stock issued upon exercise of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number duly and validly authorized and issued, fully-paid and non-assessable, free and clear of Warrants evidenced all liens, claims, charges or encumbrances created by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by or through the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City time on September 30, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day expiration date set forth in the applicable Issuer Order (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or business day prior to 5:00 p.m. New York City time the close of business on the Expiration Date. After 5:00 p.m. New York City time the close of business on the Expiration Date, unexercised the Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, including Section 11, the holder of each Holder whole Warrant shall have the right to purchase from the Company each Issuer (and the Company each Issuer shall issue and sell to such Holderholder) one fully paid and nonassessable share of Common Stock the Offered Securities set forth in the applicable Issuer Order at the initial exercise price set forth in the applicable Issuer Order (the "Exercise Price") of [•] upon the surrender on any business day prior to the close of business on the Expiration Date to the Warrant Agent at the time in effect hereunder, upon surrender the Company Warrant Agent Office of the Warrant Certificate evidencing such Warrant, with the Form form of election to exercise (the Exercise Notice) on the reverse thereof duly completed filled in and signed, and upon payment of the Exercise Price in lawful money of the United States of America by means of a certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends relevant Issuer or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record receipt of such shares of Common Stock (a "Shareholder") other consideration as of specified in the date of the surrender of such Warrant Certificate and payment of the Exercise Priceapplicable Issuer Order. The Warrants evidenced by a Warrant Certificate shall be exercisableexercisable prior to the close of business on the Expiration Date, at the election of any Holderthe registered holder thereof, either as an entirety or or, unless the applicable Issuer Order provides otherwise, from time to time for part only of the number of Warrants evidenced by specified in the Warrant CertificateCertificates. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercisedexercised at any time prior to the close of business on the Expiration Date, a new Warrant Certificate or Certificates shall will be issued for the remaining number of Warrants. Upon such surrender of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall request that the transfer agent for the Offered Securities (the Transfer Agent) issues and delivers to or upon the written order of the registered holder of such Warrant Certificate and in such name or names as such registered holder may designate a certificate for the Offered Securities issuable upon the exercise of the Warrants evidenced by such Warrant Certificates. Such certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Offered Securities as of the date of the surrender of such Warrant Certificates and payment of the Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Certificate so surrenderedor Certificates pursuant to the provisions of Section 5 and of this Section 6. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyWarrant Agent. The Company Such canceled Warrant Certificates shall deposit then be destroyed by the Warrant Agent and a certificate of such destruction shall be sent to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxesrelevant Issuer.

Duration and Exercise of Warrants. Unless such Warrants have been redeemed as provided in Section 7 below, (i) the Callable Class A Warrants may be exercised in whole at any time or in part from time to time commencing on the date of issue, and (ii) the Callable Class B Warrants, the Non-Callable Class C Warrants and the Non-Callable Class D Warrants may be exercised in whole at any time or in part from time to time commencing on March 15, 2001. The Warrants shall expire at 5:00 p.m. New York City time the close of business on September 30March 14, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day 2005 (such date of expiration being herein referred to as the "Expiration Date"), at which time all rights evidenced by the Warrants shall cease, and the Warrants shall become void. A For purposes of this Agreement, the term "close of business" on any given date shall mean 5:00 p.m., Washington, DC time, on such date; provided however, that if such date is a day on which banking institutions in the city in which the Designated Office is then located are authorized or obligated by law to be closed (a "Business Day" "), it shall mean a day other than a Saturday5:00 p.m., Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time Washington, D.C. time, on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no valuenext succeeding Business Day. Subject to the provisions of this AgreementAgreement (including Section 10), each Holder Warrant shall have entitle the right holder thereof to purchase from the Company (and the Company shall issue and sell to such Holderholder of a Warrant) one fully paid and nonassessable share of Common Stock at the an exercise price of (i)1.50 for each Callable Class A Warrant, Callable Class B Warrant or Non-Callable Class D Warrant or (ii) $0.66 for each Non-Callable Class C Warrant, in each case subject to adjustment as provided in Section 11 (as applicable, the "Exercise Price") at the time in effect hereunder), upon surrender the Company of the Warrant Certificate evidencing such Warrantthe Warrant to the Warrant Agent at the Designated Office, with the Form form of Exercise election to purchase appearing as the last page thereof duly completed filled in and signed, and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no No adjustment shall be made for any cash dividends dividends, whether paid or other distributions declared, on or in respect of the Common Stock or other any securities purchasable issuable upon the exercise of a Warrant. The Exercise Price payable upon exercise of Warrants may, at the option of the holder, be paid by check, cash or bank draft. Subject to Section 6Sections 7 and 10, upon such surrender of a Warrant Certificate and payment of the Exercise Price at Price, the time in effect hereunder Warrant Agent shall issue and an amount equal cause to any applicable transfer tax in cash be registered, countersigned and delivered to or by certified check or bank draft payable to upon the written order of the Companyregistered holder of such Warrant, the Company shall thereupon promptly cause to and in such name or names as may duly be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exerciseddesignated, a certificate or certificates for the shares of Common Stock issuable upon being issued pursuant to the exercise of each Warrant evidenced by such Warrant Certificatethen being exercised. Such certificate or certificates shall be deemed to have been issued issued, and such Holder any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock (a "Shareholder") Stock, as of the date of the surrender of such Warrant Certificate and payment in full of the Exercise Price; provided, however, that if, at the date of surrender of such Warrant Certificate and payment of such Exercise Price, the transfer books for the Common Stock shall be closed, the certificate for such share or shares of Common Stock shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such share or shares; provided, further, that such books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The Warrants evidenced by a any Warrant Certificate shall be exercisable, at the election of any Holderthe registered holder thereof, either as an entirety or or, from time to time time, for only part only of the number of securities purchasable upon exercise of the Warrants evidenced by the Warrant Certificateas so evidenced. In the event that less fewer than all of the shares purchasable upon the exercise of the Warrants evidenced by a any Warrant Certificate surrendered upon the are acquired by exercise of Warrants are exercisedsuch Warrants, a new Warrant Certificate or Certificates shall of like tenor will be issued for the remaining number of Warrants evidenced Warrants, and the Warrant Agent shall countersign and deliver the required new Warrant Certificate pursuant to the provisions of this Section 6 and of Section 3, and the Company, whenever required by the Warrant Certificate so surrendered. All Agent, will supply the Warrant Agent with Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account duly executed on behalf of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxesfor such purpose.

Duration and Exercise of Warrants. The Each series of Warrants --------------------------------- shall expire at 5:00 p.m. New York City Connecticut time on September 30, 2002the fifth anniversary of the Grant Date, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City Connecticut time on the next succeeding Business Day (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New YorkConnecticut. The Warrants are immediately exercisable upon grant. The Warrants represented by each Warrant Certificate shall only be exercisable for shares of Common Stock of the Company from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City Connecticut time on the Expiration Date. After 5:00 p.m. New York City Connecticut time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, each the Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such the Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender to the Company of the Warrant Certificate evidencing such Warrantthe Warrant exercised, with the Form of Exercise attached therewith duly completed and signed, and upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the CompanyCompany or as pursuant to Section 13 herein. The Exercise Price shall be as provided in Section 6the Warrant Certificates. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 1011. Except as provided in Section 1011, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6Sections 7 and 13, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder thereunder and an amount equal to any applicable transfer tax in cash or by certified check or official bank draft check payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, the Holder within a reasonable time, not exceeding ten three (103) days trading days, after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the shares of Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such The Holder shall be deemed to have become a the holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, exercisable at the election of any the Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled cancelled by the Company. The Company shall deposit Notwithstanding anything herein to the account of contrary, the Company all monies received may elect to pay cash in payment lieu of the Exercise Price issuing Common Stock as provided in Section 13(a) of any Warrant and any applicable transfer taxesthis Agreement.

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City time on September 30, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day expiration date set forth in the applicable Issuer Order (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or business day prior to 5:00 p.m. New York City time the close of business on the Expiration Date. After 5:00 p.m. New York City time the close of business on the Expiration Date, unexercised the Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, including Section 11, the holder of each Holder whole Warrant shall have the right to purchase from the Company TPG (and the Company TPG shall issue and sell to such Holderholder) one fully paid and nonassessable share of Common Stock the Offered Securities set forth in the applicable Issuer Order at the initial exercise price set forth in the applicable Issuer Order (the "Exercise Price") upon the surrender on any business day prior to the close of business on the Expiration Date to the Warrant Agent at the time in effect hereunder, upon surrender the Company Warrant Agent Office of the Warrant Certificate evidencing such Warrant, with the Form form of election to exercise (the Exercise Notice) on the reverse thereof duly completed filled in and signed, and upon payment of the Exercise Price in lawful money of the United States of America by means of a certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends TPG or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record receipt of such shares of Common Stock (a "Shareholder") other consideration as of specified in the date of the surrender of such Warrant Certificate and payment of the Exercise Priceapplicable Issuer Order. The Warrants evidenced by a Warrant Certificate shall be exercisableexercisable prior to the close of business on the Expiration Date, at the election of any Holderthe registered holder thereof, either as an entirety or or, unless the applicable Issuer Order provides otherwise, from time to time for part only of the number of Warrants evidenced by specified in the Warrant CertificateCertificates. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercisedexercised at any time prior to the close of business on the Expiration Date, a new Warrant Certificate or Certificates shall will be issued for the remaining number of Warrants. Upon such surrender of a Warrant Certificate and payment of the Exercise Price, the Warrant Agent shall request that the transfer agent for the Offered Securities (the Transfer Agent) issues and delivers to or upon the written order of the registered holder of such Warrant Certificate and in such name or names as such registered holder may designate a certificate for the Offered Securities issuable upon the exercise of the Warrants evidenced by such Warrant Certificates. Such certificate shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of such Offered Securities as of the date of the surrender of such Warrant Certificates and payment of the Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Certificate so surrenderedor Certificates pursuant to the provisions of Section 5 and of this Section 6. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyWarrant Agent. The Company Such canceled Warrant Certificates shall deposit then be destroyed by the Warrant Agent and a certificate of such destruction shall be sent to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxesTPG.

Duration and Exercise of Warrants. The Warrants This Warrant shall expire at 5:00 p.m. be exercisable by the registered Holder on any business day before 6:30 P.M., New York City time, at any time and from time to time on September 30, 2002, provided, that if such or after the date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred hereof to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. At 6:30 P.M., New York City time on the Expiration Date, unexercised Warrants will the portion of this Warrant not exercised prior thereto shall be and become wholly void and of no value. Subject Prior to the provisions of this AgreementExpiration Date, each Holder shall have the right to purchase from the Company may not call or otherwise redeem this Warrant. Upon delivery of a duly completed and signed Form of Election to Purchase attached hereto (and the Company shall issue and sell to such Holdergrid attached hereto as ANNEX A) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender the Company of the Warrant Certificate evidencing such Warrant, with the Form of Exercise duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price in lawful money of the United States of America multiplied by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Common Stock purchasable upon exercise of a Warrant shall be subject Election to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the CompanyPurchase, the Company shall thereupon promptly (but in no event later than 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and shall deliver cause to be delivered to or upon the written order of the Holder and in such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by name or names as the Warrant Certificate shall have been exercisedHolder may designate, a certificate for the Common Stock Warrant Shares issuable upon such exercise, free of restrictive legends except (i) either in the exercise event that a registration statement covering the resale of each the Warrant evidenced by such Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Certificate. Such certificate Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall be deemed to have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") Warrant Shares as of the date Date of the surrender Exercise of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companythis Warrant. The Company shall deposit to the account shall, upon request of the Company all monies received in payment of Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Exercise Price of any Warrant and any applicable transfer taxesDepository Trust Corporation or another established clearing corporation performing similar functions.

Duration and Exercise of Warrants. The Warrants shall may be exercised ____ ____________________________________ and will expire at 5:00 p.m. New York City time time, on September 30___ ______, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day _____ (such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City time on Upon the Expiration Date, unexercised all rights evidenced by the Warrants will shall cease and the Warrants shall become wholly void and of no valuevoid. Subject to the provisions The holder of this Agreement, each Holder Warrant shall have the right to purchase from the Company Company, in whole or in part, the number of Warrant Shares set forth above (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price"as adjusted pursuant hereto) at the time in effect hereunderExercise Price (as adjusted pursuant hereto) per Warrant Share, upon (i) surrender of this Warrant to the Company at the principal office of the Company at 111 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx, xxth the Warrant Certificate evidencing such Warrant, with the Exercise Form of Exercise attached hereto duly completed and signedsigned by the registered holder hereof or by a duly appointed legal representative or by a duly authorized attorney, and upon (ii) payment of the amount of the Exercise Price (as adjusted pursuant hereto) multiplied by the number of Warrant Shares in lawful money respect of which such Warrant is then exercised (and any applicable transfer taxes pursuant to the terms hereof) (the "Aggregate Price"). The Aggregate Price may at the option of the United States of America by holder be paid (x) in cash or certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided Company in Section 6. The Exercise Price and lawful money of the number United States of America, (y) by delivery of debt of obligations of the Company in an amount equal to the Aggregate Price, or (z) by delivery of Warrants or shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon of the exercise Company ("Company Common Stock") having a fair market value (which shall be equal to the closing price of a Warrantthe Company Common Stock on the date immediately preceding the date of delivery (which, in the event the Company Common Stock is not publicly traded, shall be determined by the Board of Directors of the Company) less, in the case of Warrants, the Exercise Price) equal to the Aggregate Price. Subject to Section 6, upon Upon surrender of a this Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Companyas described herein, the Company shall thereupon promptly issue and cause to be issued and shall deliver delivered with all reasonable dispatch to or upon the written order of the registered holder of this Warrant, and in such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercisedname or names as such registered holder may designate, a certificate or certificates representing shares of Common Stock for the Common Stock issuable number of Warrant Shares so purchased upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become all or a holder portion of record this Warrant, together with cash in respect of such shares any fraction of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisableShare issuable upon such surrender. If a portion of this Warrant is exercised prior to 5:00 p.m. on the Expiration Date, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercisedNew York time, a new Warrant Certificate or Certificates shall Warrant, duly executed by the Company, will be issued promptly to the holder for the remaining number of Warrants evidenced by the Warrant Certificate Shares exercisable pursuant to this Warrant so surrendered. All , and the Company will deliver promptly the new Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxesholder.

Duration and Exercise of Warrants. The Warrants shall expire at (a) 5:00 p.m. New York City time Time (the "Close of Business") on September 30January 3, 2002, provided, that if 1999 or (b) the Close of Business on such later date falls on as shall be determined in the sole discretion of the Company in a day other than a Business Day, then written statement to the Warrant Agent and with notice to registered holders of Warrants shall expire at 5:00 p.m. New York City time on in the next succeeding Business Day manner provided for in Section 15 (such date of expiration being herein hereinafter referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only not be exercisable for Common Stock from prior to the Exercise Date with respect to Restricted Period Termination Date. At such time as the Warrants through become exercisable, and including thereafter until the Close of Business on the Expiration Date with respect to such Warrants. Each Warrant Date, the Warrants may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Datebusiness day. After 5:00 p.m. New York City time the Close of Business on the Expiration Date, unexercised the Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, including Section 13, each Holder Warrant shall have entitle the right holder thereof to purchase from the Company (and the Company shall issue and sell to such Holderholder of a Warrant) one fully paid and nonassessable share of Common Stock Share at the exercise price of $21.9450 (U.S.) (such price, as may be adjusted from time to time as provided in Section 13, being the "Exercise Price") ). The holder of a Warrant shall exercise such holder's right to purchase Shares by depositing with the Warrant Agent at the time in effect hereunder, upon surrender the Company of a Warrant Agent Office the Warrant Certificate evidencing such Warrant, with the Form form of Exercise election to purchase on the reverse thereof duly completed and signedsigned by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature (if not signed by or on behalf of an original holder of Warrants or a Permitted Transferee) to be guaranteed in the manner described in Section 6 hereof, and upon payment of paying to the Exercise Price Warrant Agent in lawful money of the United States of America by wire transfer of immediately available funds or by certified check or official bank check payable an amount equal to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and multiplied by the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or Shares in respect of the Common Stock or other securities purchasable upon the exercise of a Warrantwhich such Warrants are being exercised. Subject to Section 69, upon such surrender of a Warrant Certificate and payment of the Exercise Price at Price, the time in effect hereunder Warrant Agent shall requisition from the Company's Class A Common Stock transfer agent (the "Transfer Agent") for issuance and an amount equal delivery to any applicable transfer tax in cash or by certified check or bank draft payable to upon the written order of the Company, registered holder of The Warrant Agent shall account promptly to the Company shall thereupon promptly cause with respect to be issued Warrants exercised and shall concurrently pay or deliver to or the Company all moneys and other consideration received by it upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon purchase of Shares through the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxesWarrants.

Duration and Exercise of Warrants. The Warrants This Warrant shall expire at --------------------------------- 5:00 p.m. New York City p.m., Austin, Texas time on September 30February 7, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day 2002 (such date of expiration termination being herein referred to as the "Expiration Date"). A "Business Day" This Warrant shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws be exercisable immediately as to all of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject shares subject to the provisions of this Agreement, each Holder shall have Warrant. In order to exercise the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at granted herein, the exercise price Warrantholder shall surrender (i) a completed Exercise Agreement in the "Exercise Price"form attached hereto as Exhibit A and (ii) at the time in effect hereunder, upon surrender the Company of the Warrant Certificate evidencing such this Warrant, with the Form of Exercise duly completed and signed, and upon payment of the Exercise Price shall tender funds in lawful money of the United States of America by certified or official bank check payable an amount equal to the order product of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") as of the date of the surrender of such Warrant Certificate and payment of being so purchased multiplied times the Exercise Price. The Warrants evidenced Warrantholder may purchase all or any number of the shares of Common Stock subject to the terms and conditions of this Warrant, but in no event shall fractional shares of Common Stock be issued with regard to such exercise. Notwithstanding anything to the contrary contained herein, in the event no registration statement filed by the Company under Article 4 of that certain Note and Warrant Purchase Agreement, dated February 7, 1997, pursuant to which this Warrant was originnally issued (the "Purchase Agreement") remains effective to permit the resale of the shares of Common Stock issuable upon exercise of this Warrant, commencing on the third anniversary of the original issuance of this Warrant, this Warrant may be exercised in whole or in part (but not as to fractional shares) on one or more occasions prior to the Expiration Date by presentation and surrender of this Warrant to the Company at its principal executive offices with a Warrant Certificate shall be exercisablewritten notice of the Warrantholder's intention to effect a cashless exercise, at including a calculation (to the election of any Holder, either as an entirety or from time to time for part only extent then calculable) of the number of Warrants evidenced shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise", and the date of such presentation and surrender being herein referred to as the "Cashless Exercise Date"). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the Warrantholder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the Warrant Certificatenumber of shares of Common Stock to which it would otherwise be entitled by a fraction, the numerator of which shall be the excess, if any, of the Current Market Price (as defined below) as of the Cashless Exercise Date over the Exercise Price, and the denominator of which shall be the Current Market Price as of the Cashless Exercise Date. In the event that less than all of the Warrants evidenced by a shares of Common Stock subject to this Warrant Certificate surrendered upon are purchased at any time prior to the exercise close of Warrants are exercisedbusiness on the Expiration Date, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by shares of Common Stock which the Warrant Certificate so surrenderedWarrantholder was at the time entitled to purchase hereunder. All Warrant Certificates surrendered upon Prior to the exercise of Warrants this Warrant, the Warrantholder shall not be canceled by the Company. The Company shall deposit entitled to the account any rights of a shareholder of the Company all monies received in payment Corporation, including without limitation the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Exercise Price of any Warrant and any applicable transfer taxesCorporation except as provided herein.

Duration and Exercise of Warrants. The Warrants shall expire may be exercised at 5:00 p.m. New York City any time on September 30, 2002, provided, that if such date falls on a day other than a Business Day, then commencing from the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred the closing of the Offering, but prior to as redemption, until 5:00 p.m., Eastern Time on October 1, 2001 (the "Expiration Date"). A "Business Day" , at which time all rights evidenced by the Warrants shall mean a day other than a Saturday, Sunday or a public or national bank holiday or cease and the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no valuevoid. Subject to the provisions of this Agreement, the holder of each Holder Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to such Holderholder of a Warrant) one fully paid and nonassessable non-assessable share of Common Stock at the an exercise price of $2.00 per share (the "Exercise Price") (subject to adjustment as provided in Section 9) upon surrender of the Warrants to the Company at the time in effect hereunder, upon surrender the Company principal office of the Warrant Certificate evidencing such WarrantAgent in New York, New York with the Form form of Notice of Exercise appearing as the last page thereof duly completed filled in and signed, and upon payment of the Exercise Price in lawful money of the United States of America to the Warrant Agent for the account of the Company. No adjustment shall be made for any dividends on any share of Common Stock issuable on the exercise of a Warrant. The Exercise Price payable upon exercise of Warrants may, at the option of the Warrant holder, be paid by certified check or official bank check draft made payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6Sections 6 and 11, upon such surrender of a Warrant Certificate and payment of the Exercise Price at (and if the time in effect hereunder and an amount equal to any applicable transfer tax in cash or Exercise Price is paid by check other than a certified check or bank draft payable cashier's check, upon collection of the proceeds of such check) the Company shall issue and cause to be registered, countersigned and delivered to or upon the written order of the Company, the Company shall thereupon promptly cause to registered holder of such Warrant and in such name or names as may duly be issued and shall deliver to or upon such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exerciseddesignated, a certificate for the shares of Common Stock issuable upon being issued pursuant to the exercise of each Warrant evidenced by such Warrant Certificatethen being exercised (as adjusted as provided in Section 9). Such certificate shall be deemed to have been issued and such Holder any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock (a "Shareholder") Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable; provided, however, that if, at the election date of surrender of such Warrant and payment of such Exercise Price, the transfer books for the Common Stock shall be closed, the certificate for such share of shares of Common Stock shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any Holdercertificate for such share or shares; provided, either as an entirety or from time to further, that such books, unless otherwise required by law, shall not be closed at any one time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less a period longer than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxestwenty (20) calendar days.

Duration and Exercise of Warrants. The Warrants 4. (a) This Warrant shall expire at 5:00 p.m. be exercisable by the registered Holder on any business day before 5:30 P.M., New York City time, at any time and from time to time on September 30, 2002, provided, that if such or after the date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred hereof to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. At 5:30 P.M., New York City time on the Expiration Date, unexercised Warrants will the portion of this Warrant not exercised prior thereto shall be and become wholly void and of no value. Subject Prior to the provisions of this AgreementExpiration Date, each Holder shall have the right to purchase from the Company (and may not call or otherwise redeem this Warrant without the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender the Company prior written consent of the Warrant Certificate evidencing such Warrant, with the Form Holder. (b) (c) Upon delivery of Exercise a duly completed and signedsigned Form of Election to Purchase, which is attached hereto, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price in lawful money of the United States of America multiplied by certified or official bank check payable to the order of the Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Common Stock purchasable upon exercise of a Warrant shall be subject Election to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable to the order of the CompanyPurchase, the Company shall thereupon promptly (but in no event later than 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and shall deliver cause to be delivered to or upon the written order of the Holder and in such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by name or names as the Warrant Certificate shall have been exercisedHolder may designate, a certificate for the Common Stock Warrant Shares issuable upon such exercise, free of restrictive legends except (i) either in the exercise event that a registration statement covering the resale of each the Warrant evidenced by such Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Certificate. Such certificate Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall be deemed to have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become a holder of record of such shares of Common Stock (a "Shareholder") Warrant Shares as of the date Date of the surrender Exercise of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Companythis Warrant. The Company shall deposit to the account shall, upon request of the Holder, if available, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. (d) (e) A "Date of Exercise" means the date on which the Company all monies shall have received in payment (i) the Form of the Exercise Price of any Warrant and any applicable transfer taxes.Election to Purchase attached hereto (or attached to such New Warrant)

Duration and Exercise of Warrants. The Warrants shall expire at 5:00 p.m. New York City p.m., prevailing local time in Pittsburgh, PA on September 30_______ __, 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day ____(such date of expiration being herein referred to as the "Expiration Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws and after such time unexercised Warrants will be wholly void and of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrantsno value. Each Warrant may be exercised on any Business Day business day on or prior to 5:00 p.m. New York City time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no value. Subject to the provisions of this Agreement, the holder of each Holder Warrant shall have the right to purchase from the Company (and the Company shall as soon as practicable, subject to Section 8(g), issue and sell to such Holderholder) one fully paid and nonassessable share of Common Stock Share at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender at an office or agency maintained by the Company for such purpose of the Warrant Certificate evidencing such Warrant, with the Form of Exercise duly on the reverse thereof properly completed and signedexecuted by the holder or his duly authorized attorney with the signature thereon guaranteed by a bank or trust company having an office or correspondent in the United States or by a broker or dealer that is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment of the Exercise Price in lawful money of the United States of America in 7 cash or by certified or official bank cashier's check payable to the order of the Company. The Exercise Price Price, as of the initial issuance of the Warrants, shall be as provided in Section 6$ per Share. The Exercise Price and Price, the number of shares Shares, and the kind of Common Stock securities or other property purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant8. Subject to Section 67, (a) upon such surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or by certified check or bank draft payable hereunder, the Warrant Agent shall deliver the Warrant Certificate to the order of transfer agent for the CompanyShares, the Company and said transfer agent shall thereupon promptly cause to be issued and shall deliver delivered to or upon the written order of the registered holder of such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercisedand in such name or names as such registered holder may designate, a certificate for the Common Stock Share or Shares issuable upon the exercise of each the Warrant or Warrants evidenced by such Warrant Certificate. Such , and (b) such certificate shall be deemed to have been issued and such Holder any person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Common Stock (a "Shareholder") Share or Shares as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holderthe registered holder thereof, either as an entirety or from time to time for part only (consisting of the number of whole Warrants evidenced by the Warrant Certificate). In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, the Warrant Agent and the Company shall cause a new Warrant Certificate or Certificates shall to be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All The Warrant Agent shall cancel all Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the CompanyWarrants. The Company Warrant Agent shall deposit to the account of the Company all monies received by the Warrant Agent in payment of the Exercise Price of any Warrant. The Warrant and any applicable transfer taxesAgent shall account promptly to the Company with respect to the exercise of Warrants.

Duration and Exercise of Warrants. The Purchase Price for --------------------------------- the Common Stock purchasable pursuant to the exercise of Warrants (each of which shall expire be exercisable to purchase one-half of one share of Common Stock), commencing as of the date hereof, shall be $12.50 per share of Common Stock in lawful money of the United States of America, which Purchase Price shall hereafter be subject to adjustment as provided in Section 10 hereof. Except as the context otherwise requires, the term "Purchase Price" as used in this Agreement shall mean the Purchase Price then in effect as of the relevant date and shall reflect all adjustments made in accordance with the provisions of Section 10 hereof. Each Purchase Price shall continue in effect until further adjusted pursuant to the provisions of Section 10 hereof. The registered holder of any Warrant Certificates may, subject to Section 11 hereof, exercise each Warrant evidenced thereby, to purchase one-half of one share of Common Stock at 5:00 p.m. New York City any time on September 30or in part from time to time, 2002, provided, that if such date falls on a day other than a Business Day, then after the Warrants shall expire at 5:00 p.m. New York City time close of business on the next succeeding Business Day (such date of expiration being herein referred to as the "Expiration Distribution Date"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on at or prior to 5:00 p.m. New York City the close of business on November 20, 2000 (at which time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will Warrant Certificates shall be and become wholly void and of no value). Subject to the provisions Exercise of this Agreement, each Holder Warrants shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, be accomplished upon surrender the Company of the Warrant Certificate evidencing such WarrantWarrants, with the Form of Exercise Election to Purchase on the reverse side thereof duly completed filled in and signedexecuted, and upon to the Warrant Agent at its principal corporate trust offices in New York, New York or at an office maintained for such purpose together with payment to the Warrant Agent for the account of the Exercise Company of the Purchase Price (as of the date of such surrender) for each share of Common Stock then being purchased and an amount equal to any applicable transfer tax, and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise and any other charges required pursuant to the Warrant Certificate. Payment of the Purchase Price and other charges may be made in cash or by check, bank draft or money order payable in lawful money of the United States of America by certified or official bank check payable to the order of the CompanyWarrant Agent. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no No adjustment shall be made for any cash dividends dividends, whether paid or other distributions declared, on or in respect any shares of the Common Stock or other securities purchasable issuable upon the exercise of a Warrant. Subject to Section 6, upon surrender Upon receipt of a Warrant Certificate Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Purchase Price at for the time in effect hereunder Common Stock to be purchased (and of an amount equal to any applicable transfer tax in cash taxes, governmental or by certified check other charges as aforesaid), the Warrant Agent shall promptly requisition from the Transfer Agent of the Common Stock of the Company and deliver to or bank draft payable to upon the order of the Companyregistered holder of such Warrant Certificate, the Company shall thereupon promptly cause to be issued and shall deliver to in such name or upon names as such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercisedregistered holder may designate, a certificate or certificates for the Common Stock issuable upon the exercise number of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such full shares of Common Stock (to be purchased, together with cash made available by the Company pursuant to Section 11 hereof in respect of any fraction of a "Shareholder") as of the date of the surrender share of such Warrant Certificate and payment stock otherwise issuable upon such exercise. In case the registered holder of the Exercise Price. The Warrants evidenced by a any Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less exercise fewer than all of the Warrants evidenced by a such Warrant Certificate surrendered upon Certificate, the exercise Warrant Agent shall promptly countersign and deliver to the registered holder of Warrants are exercisedsuch Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates shall be issued for evidencing the remaining number of Warrants evidenced by that were not so exercised. The Warrant Agent may deem and treat the person named as the registered holder on the face of the Warrant Certificate so surrenderedand of the Common Stock as the true and lawful owner thereof for all purposes. All Warrant Certificates surrendered Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants shall for all purposes be canceled by deemed to have become the Companyholder of record of such shares represented thereby and such certificate shall be dated the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Purchase Price (and of any applicable taxes, governmental or other charges) was made; provided, however, that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the stock transfer books of the Company are open. The Company covenants and agrees that it shall deposit not cause its stock transfer books to the account be closed for a period of the Company more than ten consecutive business days except upon consolidation, merger, sale of all monies received in payment or substantially all of the Exercise Price of any Warrant and any applicable transfer taxesits assets, dissolution or liquidation.

Duration and Exercise of Warrants. The Purchase Price for the --------------------------------- Common Stock purchasable pursuant to the exercise of Warrants (each of which shall expire at 5:00 p.m. New York City time on September 30be exercisable to purchase 0.90 of a share of Common Stock), 2002commencing as of the date hereof, providedshall be $6.94 per share of Common Stock in lawful money of the United States of America, that if such date falls on a day other than a Business Day, then the Warrants which Purchase Price shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred hereafter be subject to adjustment as provided in Section 8 hereof. Except as the context otherwise requires, the term "Expiration Date"). A "Business DayPurchase Price" as used in this Agreement shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws Purchase Price then in effect as of the State relevant date and shall reflect all adjustments made in accordance with the provisions of New YorkSection 8 hereof. Each Purchase Price shall continue in effect until further adjusted pursuant to the provisions of Section 8 hereof. The Warrants represented by registered holder of any Warrant Certificates may, subject to Section 9 hereof, exercise each Warrant Certificate shall only be exercisable for evidenced thereby, to purchase 0.90 of a share of Common Stock at any time or in part from the Exercise Date with respect time to such Warrants through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or time prior to 5:00 p.m. New York City the close of business on November 20, 2000 (at which time on the Expiration Date. After 5:00 p.m. New York City time on the Expiration Date, unexercised Warrants will Warrant Certificates shall be and become wholly void and of no value). Subject to the provisions Exercise of this Agreement, each Holder Warrants shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, be accomplished upon surrender the Company of the Warrant Certificate evidencing such WarrantWarrants, with the Form of Exercise Election to Purchase on the reverse side thereof duly completed filled in and signedexecuted, and upon to the Warrant Agent at its principal corporate trust offices in New York, New York or at an office maintained for such purpose together with payment to the Warrant Agent for the account of the Exercise Company of the Purchase Price (as of the date of such surrender) for each share of Common Stock then being purchased and an amount equal to any applicable transfer tax, and, if requested by the Company, any other taxes or governmental charges which the Company may be required by law to collect in respect of such exercise and any other charges required pursuant to the Warrant Certificate. Payment of the Purchase Price and other charges may be made in cash or by check, bank draft or money order payable in lawful money of the United States of America by certified or official bank check payable to the order of the CompanyWarrant Agent. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 10. Except as provided in Section 10, no No adjustment shall be made for any cash dividends dividends, whether paid or other distributions declared, on or in respect any shares of the Common Stock or other securities purchasable issuable upon the exercise of a Warrant. Subject to Section 6, upon surrender Upon receipt of a Warrant Certificate Certificate, with the Form of Election to Purchase duly filled in and executed, accompanied by payment of the Exercise Purchase Price at for the time in effect hereunder Common Stock to be purchased (and of an amount equal to any applicable transfer tax in cash taxes, governmental or by certified check other charges as aforesaid), the Warrant Agent shall promptly requisition from the Transfer Agent of the Common Stock of the Company and deliver to or bank draft payable to upon the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon registered holder of such Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercisedin such name or names as such registered holder may designate, a certificate or certificates for the Common Stock issuable upon the exercise number of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such full shares of Common Stock (to be purchased, together with cash made available by the Company pursuant to Section 9 hereof in respect of any fraction of a "Shareholder") as of the date of the surrender share of such Warrant Certificate and payment stock otherwise issuable upon such exercise. In case the registered holder of the Exercise Price. The Warrants evidenced by a any Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less exercise fewer than all of the Warrants evidenced by a such Warrant Certificate surrendered upon Certificate, the exercise Warrant Agent shall promptly countersign and deliver to the registered holder of Warrants are exercisedsuch Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates shall be issued for evidencing the remaining number of Warrants evidenced by that were not so exercised. The Warrant Agent may deem and treat the person named as the registered holder on the face of the Warrant Certificate so surrenderedand of the Common Stock as the true and lawful owner thereof for all purposes. All Warrant Certificates surrendered Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants shall for all purposes be canceled by deemed to have become the Companyholder of record of such shares represented thereby and such certificate shall be dated the date upon which the Warrant Certificate was duly surrendered in proper form and payment of the Purchase Price (and of any applicable taxes, governmental or other charges) was made; provided, however, -------- ------- that if the date of such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the stock transfer books of the Company are open. The Company covenants and agrees that it shall deposit not cause its stock transfer books to the account be closed for a period of the Company more than ten consecutive business days except upon consolidation, merger, sale of all monies received in payment or substantially all of the Exercise Price of any Warrant and any applicable transfer taxesits assets, dissolution or liquidation.