Common use of Exercise of Warrant; Term Clause in Contracts

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Senior Subordinated Securities represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares Senior Subordinated Securities thereby purchased purchased, by having the Company withhold, from the shares of Common Stock Original Principal Amount that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Senior Subordinated Securities issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Net Principal Amount. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three (3) business days, a new warrant in substantially identical form for the purchase of that number of Shares Senior Subordinated Securities equal to the difference between the number Net Principal Amount of Shares Senior Subordinated Securities subject to this Warrant and the number aggregate principal amount of Shares Senior Subordinated Securities as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares Senior Subordinated Securities is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depository. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in its entiretyaccordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between number of Warrants theretofor represented by such Global Warrant less the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so Warrants then exercised. Notwithstanding anything in this The Warrant Agent shall thereafter promptly return such Global Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that or its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.nominee

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulationsregulations (including Regulatory Approval), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after during the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Time, Exercise Period by (A) the surrender of this Warrant and the Exercise Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Hartford, Connecticut (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. The “Exercise Period” shall commence upon the Closing Date (as defined in the Investment Agreement) and shall continue up to and including the seventh anniversary of such date. The “Exercise Date” shall be the date on which a Warrantholder surrenders the Warrant, delivers an Exercise Notice and makes payment of the Exercise Price in conformity with the foregoing provisions. Upon surrender of the Warrant and delivery of an Exercise Notice in conformity with the foregoing provisions, the Company withhold, from the shares of Common Stock that would otherwise be delivered shall transfer to the Warrantholder appropriate evidence of ownership of any Shares or other securities or property to which the Warrantholder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Warrantholder, and shall deliver such evidence of ownership and any other securities or property to the Person entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 6, within a reasonable time, not to exceed three business days after the Exercise Date. A Warrantholder shall be deemed to own and have all of the rights associated with any Shares or other securities or property to which it is entitled pursuant to this Agreement upon such exercise, shares of Common Stock issuable upon the exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to accordance with this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business daysdays after the Exercise Date, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the aggregate number of Shares as to which this Warrant is so has been previously exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 22 and Section 17, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole Certificate are exercisable or in part convertible by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time, on the Expiration TimeDate, by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise Exercise, in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) if applicable, payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days after the date of delivery of the applicable aggregate Exercise Price to the Company, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in The Warrantholder and any assignee, by acceptance of this Warrant to Warrant, acknowledge and agree that, by reason of the contraryprovisions of this paragraph, following the purchase of a portion of the Shares hereunder, the Warrantholder hereby acknowledges and agrees that its exercise number of this Warrant Shares available for Shares is subject to purchase hereunder at any given time may be less than the condition that amount stated on the Warrantholder will have first received any applicable Regulatory Approvalsface hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., Engelhard, North Carolina time on the fifth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 00000 XX 000, Xxxxxxxxx, XX 00000 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding the foregoing, in lieu of making a cash payment of the Exercise Price to exercise this Warrant pursuant to this Section 3 (but in all other respects in accordance with the exercise procedure set forth in this Section 3), the Warrantholder may elect to convert this Warrant into Shares, in which event the Company withhold, from the shares of Common Stock that would otherwise be delivered will issue to the Warrantholder upon such exercise, shares the number of Common Stock issuable upon exercise Shares equal to the quotient of (i) the product of (a) the excess of the Market Price per Share on the date the Warrantholder delivers this Warrant equal in value to and Notice of Exercise over the aggregate Exercise Price on such date multiplied by (b) the number of Shares as to which this Warrant is so being exercised based on pursuant to this Section 3 divided by (ii) the Market Price of the Common Stock per Share on the trading day on which date the Warrantholder delivers this Warrant is exercised and the Notice of Exercise is delivered to Exercise. If the Company foregoing calculation results in zero or a negative number, then no Shares shall be issued upon any non-cash exercise of this Warrant pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business daysBusiness Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 24 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., Philadelphia time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 19; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, surrender of this Warrant to the Company, and payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Partial exercises of this Section 3Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in The Warrantholder and any assignee, by acceptance of this Warrant to Warrant, acknowledge and agree that, by reason of the contraryprovisions of this paragraph, following the purchase of a portion of the Shares hereunder, the Warrantholder hereby acknowledges and agrees that its exercise number of this Warrant Shares available for Shares is subject to purchase hereunder at any given time may be less than the condition that amount stated on the Warrantholder will have first received any applicable Regulatory Approvalsface hereof.

Exercise of Warrant; Term. Subject to Section 2, to To the extent permitted by this Warrant, including Section 24 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after following the execution and delivery occurrence of this Warrant by the Company on the date hereofTriggering Event, but in no event later than 11:59 p.m., Philadelphia time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 19; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, surrender of this Warrant to the Company, and payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Partial exercises of this Section 3Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding anything to the contrary herein, in the event the Shareholder Approval (as defined in the Securities Purchase Agreement) is obtained in full at the Shareholders’ Meeting (as defined in the Securities Purchase Agreement) prior to March 1, 2024, this Warrant to the contrary, the Warrantholder hereby acknowledges shall terminate automatically and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvalsbecome null and void.

Exercise of Warrant; Term. Subject to Section 2the restrictions on exercise contained in this Warrant, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, to the extent vested pursuant to the terms of Section 3, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time 15 days after the fifth anniversary of the Deemed Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withholdtendering in cash, from the shares of Common Stock that would otherwise be delivered by certified or cashier’s check payable to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise order of the Warrant equal in value Company, or by wire transfer of immediately available funds to an account designated by the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, time a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition conditions that (x) the Warrantholder will have first received any applicable Regulatory ApprovalsApprovals and (y) the exercise is subject to a valid exemption from registration under federal and applicable state securities laws. In connection with any exercise of the Warrant, Warrantholder agrees to provide the Company with such information and confirmations as the Company may reasonably request in order for the Company to confirm that the exercise is subject to a valid exemption from registration under federal and applicable state securities laws and that the Warrantholder is making an informed decision to exercise the Warrant. The Warrantholder represents and warrants that the Warrantholder is an “accredited investor” as such term is defined in Regulation D, Rule 501, and is acquiring the Warrant, and any Shares issued pursuant to the Warrant, for investment and not for distribution or resale to others in violation of federal or state securities laws.

Exercise of Warrant; Term. Subject to Section 2the restrictions on exercise contained in this Warrant, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the third anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withholdtendering in cash, from the shares of Common Stock that would otherwise be delivered by certified or cashier’s check payable to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise order of the Warrant equal in value Company, or by wire transfer of immediately available funds to an account designated by the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Company. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, time a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition conditions that (x) the Warrantholder will have first received any applicable Regulatory ApprovalsApprovals and (y) the exercise is subject to a valid exemption from registration under federal and applicable state securities laws.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 25 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in The Warrantholder and any assignee, by acceptance of this Warrant to Warrant, acknowledge and agree that, by reason of the contraryprovisions of this paragraph, following the purchase of a portion of the Shares hereunder, the Warrantholder hereby acknowledges and agrees that its exercise number of this Warrant Shares available for Shares is subject to purchase hereunder at any given time may be less than the condition that amount stated on the Warrantholder will have first received any applicable Regulatory Approvalsface hereof.

Exercise of Warrant; Term. (A) Subject to Section 2, to the extent permitted by applicable laws Sections 3(C) and regulations13(G), the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the WarrantholderWarrantholder in its sole discretion, at any time or from time to time after between the execution date hereof and delivery of this Warrant by the Company 5:00 p.m., Eastern time on the date hereoftenth anniversary of the Investment Agreement Date (such anniversary, but in no event later than the “Expiration Time”), by (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company)’s Designated Office, and (Bii) payment of the aggregate Exercise Price for the Shares thereby purchased either (x) by having tendering such amount in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (y) by instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the this Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the average of the Market Price Prices of the Common Stock on the trading day ten (10) Trading Days prior to the date on which this Warrant is exercised and the Notice of Exercise is are delivered to the Company (a “Cashless Exercise”). Notwithstanding the foregoing, at least three (3) Business Days prior to the delivery of any Notice of Exercise the Warrantholder shall notify the Company of its intent to exercise the Warrant, the date it proposes to exercise the Warrant and whether it intends to pay the aggregate Exercise Price in cash or pursuant to a Cashless Exercise. The Company shall have the option, by giving notice to the Warrantholder by 4:00 p.m. Eastern time on the Business Day before the proposed exercise date, to have such exercise of this Section 3Warrant settled pursuant to a Cashless Exercise. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company, and the Company shall deliver, within a reasonable time, and in any event not exceeding three business daysfive (5) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, Certificate are exercisable in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares Common Stock represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the third anniversary of the date of issuance of the Warrant (the “Expiration Time”), by by: (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company), ) of a duly executed facsimile copy of the Form of Notice of Exercise annexed hereto; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company of the aggregate Exercise Price in respect of the Shares thereby purchased by wire transfer in immediately available funds or, if available, pursuant to this the cashless exercise procedure specified in Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised3(b) below. Notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby acknowledges shall not be required to physically surrender this Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and agrees that its exercise the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant for resulting in purchases of a portion of the total number of Shares is subject available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the condition that applicable number of Shares purchased. The Warrantholder and the Company shall maintain records showing the number of Shares purchased and the date of such purchases. Absent manifest error, the records of the Company shall be conclusive as to the number of Shares issuable upon exercise and binding on the Company and the Warrantholder. The Warrantholder will have first received and any applicable Regulatory Approvalsassignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 8 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased purchased, by having the Company withhold, from the shares of Common Convertible Preferred Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Convertible Preferred Stock issuable upon exercise of the Warrant with an aggregate liquidation amount equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3exercised. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 23, the Company’s rights pursuant to Section 5(A)(i)(2) below and the receipt of all Regulatory Approvals, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereofInitial Exercise Date, but in no event later than the Expiration Time, by (A) the surrender of this Warrant and delivery of the Notice of Exercise annexed heretohereto (the “Notice of Exercise”), duly completed and executed on behalf of the Warrantholder, by hand delivery, e-mail or facsimile, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 0 Xxxxxx Xxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, email: xxxxx@xxxxxxxx.xxx, facsimile: 000-000-0000 (or such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder by having means of a Cashless Exercise as set forth in the paragraph below. Subject to Section 3 and subject to the Company’s rights pursuant to Section 5(A)(i)(2) below, any exercise of all or any part of this Warrant by the Warrantholder shall be made on a “cashless” or “net-issue” exercise basis (a “Cashless Exercise”) by surrendering this Warrant and delivering to the Company withholda Notice of Exercise, from as a result of which the Warrantholder shall be entitled to receive a number of shares of Common Stock that would otherwise be delivered to calculated using the Warrantholder upon such exercise, following formula: X = Y * (A - B) A where: X = the number of shares of Common Stock issuable upon exercise to be issued to the Warrantholder Y = the number of shares of Common Stock with respect to which the Warrant is being exercised A = the Market Reference Price B = the then-current Exercise Price of the Warrant equal in value The Company and the Warrantholder agree to treat the aggregate Cashless Exercise Price as to which of this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 34 as a recapitalization under Section 368(a)(1)(E) of the Code. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business daysfive (5) Business Days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the fifth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 19), and (B) payment of the Exercise Price for the Shares thereby purchased in cash (by certified check or wire transfer of immediately available funds to an account designated by the Company), or, at the option of the Company, by having the Company withhold, from the shares of Common Stock that would otherwise be delivered A-4 to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised and the Company elects to have the purchase price satisfied by withholding shares of Common Stock otherwise to be delivered pursuant to the exercise of the Warrant, such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by applicable laws and regulations, the right to purchase the Shares Non-Voting Common Stock represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., New York City time, on the third anniversary of the date of issuance of the Warrant (the “Expiration Time”), by by: (Ai) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company), ) of a duly executed facsimile copy of the Form of Notice of Exercise annexed hereto; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company of the aggregate Exercise Price in respect of the Shares thereby purchased by wire transfer in immediately available funds or, if available, pursuant to this the cashless exercise procedure specified in Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised3(b) below. Notwithstanding anything in this Warrant herein to the contrary, the Warrantholder hereby acknowledges shall not be required to physically surrender this Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and agrees that its exercise the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant for resulting in purchases of a portion of the total number of Shares is subject available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the condition that applicable number of Shares purchased. The Warrantholder and the Company shall maintain records showing the number of Shares purchased and the date of such purchases. Absent manifest error, the records of the Company shall be conclusive as to the number of Shares issuable upon exercise and binding on the Company and the Warrantholder. The Warrantholder will have first received and any applicable Regulatory Approvalsassignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Shares hereunder, the number of Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event time not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Corporation on the date hereof, but in no event later than 5:00 p.m., New York City time, September 1, 2021 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company Corporation located at the address set forth in Item 7 of Schedule A hereto 000 Xxxxx Xxxxx Xxxxxx, Charlotte, North Carolina 28255 (or such other office or agency of the Company Corporation in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyCorporation), and (B) payment of the Exercise Price for the Shares thereby purchased at the election of the Warrantholder by having (i) tendering in cash, by certified or cashier’s check payable to the Company withholdorder of the Corporation, or by wire transfer of immediately available funds to an account designated by the Corporation and/or (ii) the surrender to the Corporation of shares of the Corporation’s 6% Cumulative Preferred Stock, Series T (“Preferred Stock”), valued for purposes of payment of the Exercise Price at the per share sum of (x) $100,000 per share of Preferred Stock and (y) the amount of any accrued and unpaid dividends on each of such surrendered shares of Preferred Stock (including all past due dividends) with such accrual computed from the shares last dividend payment date through the applicable exercise date of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Warrant. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company Corporation within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws law, rule and regulationsregulation, the right to purchase the Warrant Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereofSeptember 30, 2012, but in no event later than 5:00 p.m., New York City time on August 22, 2013 (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto Section 20 (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Warrant Shares thereby purchased by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company. Notwithstanding anything to the contrary in this Warrant, in the event that the Company withholdconsummates any Business Combination, from a sale of all or substantially all of its assets or any similar transaction, the shares Company shall notify the Warrantholder of Common Stock that would otherwise be delivered such event no less than ten (10) business days prior to the effective date of such transaction and this Warrant shall become exercisable without limitation prior to such transaction in such manner as may be necessary to afford the Warrantholder upon the right to exercise the Warrant prior to such exercise, shares transaction and participate in such transaction as a holder of Common Stock issuable upon exercise the exercised portion of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3Shares. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Warrant Shares equal to the difference between the number of Warrant Shares subject to this Warrant and the number of Warrant Shares as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for the Warrant Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, Certificate are exercisable in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.Agreement.‌

Exercise of Warrant; Term. Subject to Section 2, to (a) To the extent permitted by this Warrant, including Section 25 hereof, and applicable laws and regulations, the right to purchase the Shares represented by pursuant to this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company Company, on the date hereof, but in no event later than 11:59 p.m., Los Angeles time, on the Expiration Time, by seventh (A7th) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf anniversary of the Warrantholder, at the principal executive office date of issuance of the Warrant, by: (i) delivery to the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the registered Warrantholder at the last address of the Warrantholder appearing on as it shall appear upon the books warrant register of the Company)) of a duly executed Form of Notice of Exercise, the form of which is annexed hereto, in accordance with Section 20; and (Bii) payment of within three (3) trading days after the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the date said Notice of Exercise is delivered to the Company, payment to the Company pursuant of the aggregate Exercise Price in respect of the Shares thereby purchased by cash, certified or cashier’s check or wire transfer in immediately available funds to an account designated by the Company, unless the Warrantholder elects to exercise the cashless exercise procedure described in Section 3(b) below. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Section Warrant to the Company until the Warrantholder has purchased all of the Shares available hereunder and the Warrant has been exercised in full in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days after the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Shares available hereunder shall have the effect of lowering the outstanding number of Shares purchasable hereunder in an amount equal to the applicable number of Shares purchased. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days(3) Business Days from the date of delivery of the applicable aggregate Exercise Price, a new warrant in substantially identical form and of the same tenor for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised. Notwithstanding anything in The Warrantholder and any assignee, by acceptance of this Warrant to Warrant, acknowledge and agree that, by reason of the contraryprovisions of this paragraph, following the purchase of a portion of the Shares hereunder, the Warrantholder hereby acknowledges and agrees that its exercise number of this Warrant Shares available for Shares is subject to purchase hereunder at any given time may be less than the condition that amount stated on the Warrantholder will have first received any applicable Regulatory Approvalsface hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Units represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 8 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (B) payment of the Exercise Price for the Shares Units thereby purchased purchased, by having the Company withhold, from the shares of Common Stock Trust Preferred Securities that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock issuable Trust Preferred Securities eligible for purchase by the Warrantholder upon exercise of the Warrant with an aggregate Liquidation Preference equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3exercised. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares Units equal to the difference between the number of Shares Units subject to this Warrant and the number of Shares Units as to which this Warrant is so exercised. Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares Units is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Exercise of Warrant; Term. Subject to Section 22 and Section 17, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than the Expiration Time, hereof by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise Exercise, in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) if applicable, payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding to exceed three business daysBusiness Days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration Timetime, by (A) the surrender of this Warrant and a Notice of Exercise annexed Exercise, in the form attached as Exhibit A hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or 000 Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000(xx such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Shares Warrant Interests thereby purchased at the election of the Holder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (ii) instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the Warrants being exercised with an aggregate Exercise Price Fair Market Value as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and date the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares subject required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant and the number of Shares as to which Interests called for by this Warrant is so exercised. Notwithstanding anything in or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the contrary, Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Warrantholder hereby acknowledges and agrees Holder or any purchaser or assignee that its is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant for Shares is subject (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, if current U.S. federal laws regarding cannabis remain unchanged or the cultivation, manufacture, distribution, or possession of cannabis otherwise remains illegal under U.S. federal law, then upon exercise of the Warrant the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the condition Fair Market Value of such Warrant Interests (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable th Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Warrantholder will have first received any applicable Regulatory ApprovalsExpiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares Warrant Interests represented by this Warrant is exercisable, in whole or in part into Common Shares by the WarrantholderHolder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than the Expiration TimeOriginal Issue Date, by (A) the surrender of this Warrant and a Notice of Exercise annexed Exercise, in the form attached as Exhibit A hereto, duly completed and executed on behalf of the WarrantholderHolder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto 000 Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 (or such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder Holder at the address of the Warrantholder Holder appearing on the books of the Company), and (B) at the Holder’s option, (i) payment of the Exercise Price for the Shares Warrant Interests thereby purchased at the election of the Holder by having tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company withhold, from or (ii) instructing the shares Company to withhold a number of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant equal in value to the Warrants being exercised with an aggregate Exercise Price Fair Market Value as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and date the Notice of Exercise is delivered to the Company pursuant to this Section 3. If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between aggregate Exercise Price, which shall be treated as the payment of the aggregate Exercise Price therefor. Upon the Warrant Agent’s receipt of a Notice of Exercise and instructions to withhold a number of Common Shares pursuant to Section 3.2(B)(ii), the Company shall, as promptly as practicable, determine the Fair Market Value of the Common Shares and provide the Holder with a calculation of the number of Common Shares subject required to be withheld pursuant to Section 3.2(B)(ii). Notwithstanding any other provision hereof, an exercise of any portion of this Warrant may, at the election of the Holder, be conditioned upon the consummation of a particular transaction by the Company, in which case, such exercise shall not be deemed to be effective until the consummation of such transaction. If this Warrant shall have been exercised only in part, the Company shall, within five (5) Business Days of such exercise, deliver to the Holder either (a) a new warrant, substantially identical to this Warrant, dated the date it is issued evidencing the rights of the Holder to purchase the remainder of the Warrant and the number of Shares as to which Interests called for by this Warrant is so exercised. Notwithstanding anything in or (b) this Warrant bearing an appropriate notation of such partial exercise but in any case the failure to do so shall not affect the contrary, Holder’s rights as a Holder. The Company shall use reasonable best efforts to assist and cooperate with the Warrantholder hereby acknowledges and agrees Holder or any purchaser or assignee that its is required to make any governmental filings or to obtain any governmental approvals prior to or in connection with any exercise of this Warrant for Shares is subject (including, without limitation, making any filings required to be made by the Company). Notwithstanding any other provision hereof, upon exercise of the Warrant, the Holder may elect to receive either (i) the Warrant Interests or (ii) a cash amount equal to the condition greater of (x) the Fair Market Value of such Warrant Interests and (y) the Floor Amount (an election to receive cash pursuant to the foregoing, a “Cash Election”). If, at the time of such election, the payment of cash pursuant to clause (ii) above would result in the Company’s liquidity to be less than would be sufficient to capital to enable the Company to pay its obligations in the ordinary course as they become due, the Holders shall have the option to be paid, in whole or in part, in the form of a two-year secured promissory note with a rate of interest equal to the Company’s current secured borrowing rate and repaid in equal installments calculated using straight-line amortization, in form and substance reasonably acceptable to the Holder. This Warrant shall expire and no longer be exercisable on the earlier of the fifth (5th) anniversary of the date hereof (as it may have been extended hereunder, the “Expiration Date”) and the termination of this Warrant in accordance with Section 13 hereof; provided that the Warrantholder will have first received any applicable Regulatory ApprovalsExpiration Date may be extended at the option of the Holder by successive one-year periods if, as of the Expiration Date absent such an extension, the cultivation, manufacture, distribution, or possession of cannabis remains illegal under U.S. federal law; provided further that in no event may the Expiration Date be extended to a date that is later than the tenth (10th) anniversary of the date hereof.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a Notice of Exercise in the form annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depositary. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event time not exceeding to exceed three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depositary, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.

Exercise of Warrant; Term. Subject to Section 2, to the extent permitted by applicable laws and regulations, all or a portion of the right to purchase the Shares represented Warrants evidenced by this Warrant is exercisable, in whole or in part Certificate are exercisable by the Warrantholder, at any time or from time to time time, after the execution and delivery of this Warrant Certificate by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (A) delivery to the surrender Warrant Agent of this Warrant and a notice of exercise in the form annexed hereto (the “Notice of Exercise annexed heretoExercise”), duly completed and executed on behalf of the Warrantholder, at the principal executive office of (or to the Company located at the address set forth in Item 7 of Schedule A hereto (or to such other office or agency of the Company in the United States as it the Company may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the CompanyWarrantholders pursuant to Section 18), and (B) payment of the Exercise Price for the Shares thereby purchased by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the such Warrantholder upon such exercise, shares of Common Stock Shares issuable upon exercise of the Warrant Warrants so exercised equal in value to the aggregate Exercise Price as to which this Warrant is so exercised such Shares, based on the Market Price of the Common Stock on the trading day on which this Warrant is such Warrants are exercised and the Notice of Exercise is delivered to the Company Warrant Agent pursuant to this Section 3. If For the avoidance of doubt, if Warrants are exercised such that the Exercise Price would exceed the value of the Shares issuable upon exercise, no amount shall be due and payable by the Warrantholder does to the Company. In the case of a Global Warrant, any person with a beneficial interest in such Global Warrant shall effect compliance with the requirements in clauses (A) and (B) above through the relevant Agent Member in accordance with procedures of the Depository. In the case of a Global Warrant, whenever some but not exercise this all of the Warrants represented by such Global Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, such Global Warrant shall be surrendered by the Warrantholder to the Warrant Agent, which shall cause an adjustment to be made to Schedule A to such Global Warrant so that the number of Warrants represented thereby will be equal to the number of Warrants theretofor represented by such Global Warrant less the number of Warrants then exercised. The Warrant Agent shall thereafter promptly return such Global Warrant to the Warrantholder or its entiretynominee 1 Include for Global Warrant. 2 Include for Global Warrant. 3 Include for Definitive Warrants. or custodian. In the case of a Definitive Warrant, whenever some but not all of the Warrants represented by such Definitive Warrant are exercised in accordance with the terms thereof and of the Warrant Agreement, the Warrantholder will shall be entitled entitled, at the request of such Warrantholder, to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant Definitive Warrant in substantially identical form for the purchase of that number of Shares Warrants equal to the difference between number of Warrants theretofor represented by such Definitive Warrant less the number of Shares subject to Warrants then exercised. If this Warrant and Certificate shall have been exercised in full, the number of Shares Warrant Agent shall promptly cancel such certificate following its receipt from the Warrantholder or the Depository, as to which this Warrant is so exercisedapplicable. Notwithstanding anything in this Warrant Certificate to the contrary, in the Warrantholder hereby acknowledges case of Warrants evidenced by a Global Warrant, any Agent Member may, without the consent of the Warrant Agent or any other person, on its own behalf and agrees that on behalf of any beneficial owner for which it is acting, enforce, and may institute and maintain, any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, its exercise of this right to exercise, and to receive Shares for, its Warrants as provided in the Global Warrant, and to enforce the Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory ApprovalsAgreement.