Common use of Exercise of Warrants Clause in Contracts

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.Warrant

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.by

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants A Warrant may be exercised upon surrender to purchase a whole number of the Company ("Warrant Securities in registered form by providing certain information as set forth on the reverse side Agent") at its office at Los Angeles, California of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] evidencing the Warrant Price for each Warrant Security to be exercised, together with respect the Purchase Form attached hereto as Exhibit A, duly filled in and signed, and upon payment to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate Aggregate Exercise Price (as defined in and determined in accordance with the form provisions of election Sections 8 and 11 hereof) for the number of shares with respect to purchase which such Warrant Securities set forth on is then exercised. Payment of the reverse side Aggregate Exercise Price shall be made in cash or by check. Subject to Section 4 hereof, upon the surrender of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by Aggregate Exercise Price, the Warrant Agent shallshall promptly issue and cause to be delivered to or as directed by the Holder, subject to receipt and in such name or names as the Holder may designate, a Certificate for the number of full shares purchased upon the exercise of the Warrant Warrant, together with cash as provided in Section 8 hereof; for any fractional shares otherwise issuable upon such exercise. Such Certificate as aforesaid, shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares, as of the date on which of the surrender of such Warrant is exercisedand payment of the Aggregate Exercise Price; provided, however, that if, at the date of receipt surrender of such Warrant Certificates and payment in full of the Warrant such Aggregate Exercise Price, the transfer books for the Warrant Securities shares or other class of stock purchasable upon the exercise of such Warrants Warrant shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in shares with respect of to which such Warrants are Warrant is then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty (20) days. The Warrant Agent rights of purchase represented by the Warrants shall deposit all funds received by it in payment be exercisable, at the election of the Holders thereof, either in full or from time to time in part, and in the event that a Warrant Price in an account Certificate is exercised to purchase less than all of the Company maintained with it shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new Certificate evidencing the remaining shares available for purchase will be issued, and shall advise the Company by telephone at is hereby irrevocably authorized to sign and to deliver the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The new Warrant Agent shall promptly confirm such telephone advice to the Company in writingCertificate.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which may be exercised as in such Warrants expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder of warrants) the number of Warrant Securities fully paid and nonassessable shares of Common Stock specified in registered form by providing certain information as set forth on such Warrants, upon surrender of such Warrants to the reverse side Company at the office of the Warrant Certificate and by paying in fullAgent, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Warrant Certificate properly completed and duly executed. The date on which payment in full Company of the Warrant Price is received for the number of shares of common stock in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made in cash, or by certified or official bank check, payable in United States dollars, to the Warrant Agent shall, subject to receipt order of the Warrant Certificate Agent. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of a Warrant. Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date on which of the surrender of such Warrants and payment of the Warrant is exercisedPrice as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the Warrant Price, the transfer books for the Warrant Securities Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the shares specified therein, a new Warrant or Warrants will be issued for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During The Warrants shall be exercisable during the period specified in Section 2.2, Exercise Period. A Warrant shall be deemed to have been exercised immediately prior to the Warrants may be exercised to purchase a whole number close of Warrant Securities in registered form by providing certain information as set forth business on the reverse side date of the surrender for exercise (the "Exercise Date") of the Warrant Certificate Certificate. The exercise form shall be executed by the Registered Holder thereof or his attorney duly authorized in writing and shall be delivered together with payment to the Warrant Agent, in cash or by paying in fullofficial bank or certified check, of an amount in lawful money of the United States of America, [. Such payment shall be in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised an amount equal to the Exercise Price per Warrant Agent at its corporate trust office, provided that as hereinabove defined. The person entitled to receive the number of Warrant Shares deliverable on such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named treated for all purposes as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person Shares as of the holder of record of such Warrant Securities for all purposes at the opening close of business on the next succeeding day Exercise Date. The Company shall not be obligated to issue any fractional share interests in Warrant Shares issuable on exercise of a Warrant. If more than one Warrant shall be exercised at one time by the same Registered Holder, the number of full shares which shall be issuable on exercise thereof shall be computed on the transfer books for basis of the aggregate number of full shares issuable on such exercise. As soon as practicable on or after the Exercise Date and in any event within 30 days after such date, the Warrant Securities purchasable upon Agent shall cause to be issued and delivered to the exercise of such Warrants shall be openedperson or persons entitled to receive the same, and the a certificate or certificates for the number of Warrant Securities Shares deliverable on such exercise. No adjustment shall be made in respect of which such Warrants are then exercised shall be issuable as of the date cash dividends on such next succeeding day Warrant Shares deliverable on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its accountany Warrant. The Warrant Agent shall promptly confirm notify the Company in writing of any exercise of any Warrant and of the number of Warrant Shares delivered and shall cause payment of an amount in cash equal to the Exercise Price to be made promptly to the order of the Company. The parties contemplate such telephone advice payments will be made by the Warrant Agent to the Company as collected funds are received by the Warrant Agent. The Warrant Agent shall hold any proceeds collected and not yet paid to the Company in writinga Federally-insured escrow account at a commercial bank selected by the Warrant Agent, at all times relevant hereto. Following a determination by the Warrant Agent that collected funds have been received, the Warrant Agent shall cause share certificates to be issued representing the number of Warrants exercised by the holder. Expenses incurred by the Warrant Agent hereunder, including administrative costs, costs of maintaining records and other expenses, shall be paid by the Company according to the standard fees imposed by the Warrant Agent for such services. A detailed accounting statement setting forth the number of Warrants exercised, the net amount of exercised funds and all expenses incurred by the Warrant Agent shall be transmitted to the Company on payment of each exercise amount. Such accounting statement shall serve as an interim accounting for the Company during the Exercise Period. The Warrant Agent shall render to the Company a complete accounting setting forth the number of Warrants exercised, the identity of persons exercising such Warrants, the number of shares issued, the amounts to be distributed to the Company and all other expenses incurred by the Warrant Agent, at the completion of the Exercise Period.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants This Warrant may be exercised to purchase a in whole number of Warrant Securities or in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment part by the Warrant Agent of Holder during the Warrant Certificate applicable Exercise Period upon presentation and surrender hereof, with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and Purchase Form attached hereto as Exhibit A duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full office of the Company located at 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, the transfer books for the same Exercise Period(s), and otherwise on the same terms and conditions as the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant partially exercised. The Purchase Price shall be effective payable by delivery of a certified or bank cashier's check payable to constitute the person so Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to be named as have become the holder of record of such Shares so purchased upon exercise of this Warrant Securities as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, but the Holder shall be effective deemed to constitute such person as have become the record holder of record of such Warrant Securities for all purposes at the opening of business Shares on the next succeeding day on date as of which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall Company ceased to be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingprohibited.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase subscribe for a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase subscribe for Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaidin accordance with this Section 2.3(a), be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.Warrant

Exercise of Warrants. (a) During The registered holder of each Warrant shall have the period specified in Section 2.2right, the Warrants which may be exercised as in such Warrant expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder) the number of Warrant Securities Shares specified in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullsuch Warrants, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company, at its corporate trust office, provided that such exercise is subject to receipt within five business days the office in _____________________________ of such payment by the Warrant Agent of the Warrant Certificate such Warrant, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Certificate properly completed Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate warrant exercise price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date on which of the Warrant is exercisedsurrender of such Warrants and payment of the warrant exercise price as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the Warrant Pricesuch warrant exercise price, the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt surrender of such Warrant Certificates Warrants and no such payment of such Warrant Price warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Warrant Securities Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the period specified Exercise Period (the “Exercise Date”) to the Warrant Agent at its stock transfer division (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly executed by the Participant and by paying substantially in fullthe form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of such payment by the Warrant Agent of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on Purchase, or (C) the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Exercise Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and by paying in full, (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] ; provided, however, that with respect to the Private Warrants, in the event of redemption of the Warrants pursuant to Section 6 hereof, any holder of Private Warrants may, in lieu of payment of the Warrant Price, surrender its Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the surrendered Private Warrants, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value. That is, for each Warrant Security with respect the avoidance of doubt, in no cases may a Registered Holder expect or compel the Company to which deliver any consideration under a Warrant is being exercised other than Common Stock as described immediately above. The “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrant Agent at its corporate trust office, provided that such exercise is subject pursuant to receipt within five business days Section 6 hereof. If any of such payment by the Warrant Agent of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants A Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side upon surrender of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash certificate or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] certificates evidencing the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust officebe exercised, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate together with the form of election to purchase Warrant Securities set forth on the reverse side thereof (the “Purchase Form”) duly completed and signed, which signature shall be guaranteed by a financial institution that is a participant in a recognized signature guarantee program if the Warrant Shares are to be issued in the name of a person or entity other than the Holder, to the principal office of the Warrant Certificate properly completed Agent, and duly executed. The date on which upon payment in full of the Warrant Price is received by (as defined and determined in accordance with the provisions of Section 3 and Section 6) to the Warrant Agent shall, subject to receipt for the account of the Warrant Certificate as aforesaidCompany, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the number of Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised exercised. Payment of the aggregate Warrant Price shall be issuable as made by bank wire transfer to the account of the date Company or bank cashier's check or by personal check, provided, however, that in the case of payment by personal check no Warrant Shares shall be issued until funds are received. So long as the Common Stock is publicly traded, a Holder of a Warrant may not exercise the Warrant on such next succeeding any day on which the transfer books shall next be opened, and until closing price of the Common Stock for such date day is lower than the Company Warrant Price. The closing price of the Common Stock for each trading day shall be under the last reported sales price regular way or, in case no duty to deliver any certificate such reported sale takes place on such day, the average of the closing bid and asked prices regular way for such Warrant Securitiesday, in each case on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not so listed or admitted to trading, the last sale price of the Common Stock on the OTC Bulletin Board, or any comparable system. The Warrant Agent shall deposit all funds received by it in payment closing price of the Warrant Price in an account Common Stock for any day that is not a trading day shall be the closing price of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment Common Stock for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingmost recent trading day.

Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a Warrant is being exercised event no such accrued interest shall be payable))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money funds of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shallwill, subject to receipt of the Warrant Certificate as aforesaidCertificate, be deemed to be the date on which the Warrant is exercised; provided, however, except that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon on the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall will be effective to constitute name the designated person so designated to be named as the holder of record of such Warrant Securities on such date, but shall will be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall will be issuable as of the date on such next succeeding day on which the transfer books shall next will be opened, and until such date the Company shall will be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall will deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall will advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall will promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates book-entries for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase subscribe for a whole number of Warrant Securities in registered certificated form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase subscribe for Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books registrar for the Warrant Securities purchasable to be issued upon the exercise of such Warrants shall be closedclosed and unable to update the register of members, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the registered holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the registered holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books registrar for the Warrant Securities purchasable to be issued upon the exercise of such Warrants shall be openedopen for business, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be openedregistrar is open for business, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2, provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to purchase a whole number the office of the Warrant Securities in registered form by providing certain information Agent, or at the office of its successor as Warrant Agent, the Warrant, the notice of exercise, as set forth on in the reverse side of the Warrant Certificate Warrant, duly executed and properly completed, and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office(or, provided that if available, pursuant to the cashless exercise feature as set forth in such Warrant, all cashless exercises should be directed to the Company for calculation of the applicable number of Warrant Shares issuable upon such cashless exercise is subject to receipt within five business days and upon completion of such payment calculation by the Company, the Company shall provide the Warrant Agent with written issuance instructions), the Exercise Price for each full Warrant Share as to which the Warrant is exercised and the issuance of the Warrant Shares by the Warrant Agent as set forth in the applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant. The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the Warrant Certificate with Warrants by the form of election to purchase Warrant Securities set forth on the reverse side 5th business day of the Warrant Certificate properly completed and duly executedmonth following the acceptance of such funds. The date on which payment in full No ink-original Notice of the Warrant Price is received by the Warrant Agent shallExercise shall be required, subject to receipt nor shall any medallion guarantee (or other type of the Warrant Certificate as aforesaid, guarantee or notarization) of any Notice of Exercise be deemed to be the date on which the Warrant is exercisedrequired; provided, however, that ifin the case of Notice of Exercise that involves transfer of ownership, at (for purposes of clarity, transfer of ownership shall not include issuance of Warrant Shares to Registered Holder of the Warrants), or change in the name of the registered holder, the Warrant Agent may reasonably request such other documentations to accompany the Notice of Exercise, including a medallion guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature Guarantee”). If payment in U.S. dollars as provided in this Section 3 is legally prevented in Argentina, Registered Holders of Warrants will be entitled to pay the Exercise Price directly to the Company, in Argentine Pesos in an amount equal to the Argentine Peso equivalent of the U.S. dollar Exercise Price of the Warrants determined on the Blue Chip Swap Rate on the business day preceding the payment date of receipt of such Warrant Certificates and payment in full the Exercise Price of the Warrant PriceWarrants. For purposes of this agreement, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.“

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set 2. forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. Subject to the provisions of this Agreement, each registered holder of Warrants shall have the right, which may be exercised as in such Warrant Certificates expressed, to purchase from the Company (aand the Company shall issue and sell to such registered holders of Warrants) During all or part of the period number of fully paid and nonassessable shares of Warrant Common Stock specified in such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Agent specified in Section 2.221 hereof, of such Warrant Certificates with the Warrants may be exercised to purchase a whole number of Warrant Securities in registered exercise form by providing certain information as set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent to the account of the Warrant Certificate and by paying in full, in lawful money Company of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each the number of shares of Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised exercised. The date of exercise of any Warrant shall be issuable as of deemed to be the date of its receipt by the Warrant Agent duly filled in and signed and accompanied by proper funds as hereinafter provided. Payment of such Warrant Price may be made in cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such next succeeding day on which the transfer books shall next be openedsurrender of Warrants, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Company maintained registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Warrant Common Stock so purchased upon the exercise of such Warrants together with it and shall advise the Company by telephone at the end cash as provided in Section 11 of each day on which this Agreement, in respect of any fraction of a payment share of such stock issuable upon such surrender. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants is received shall for all purposes be deemed to have become the holder of record of the amount so deposited to its account. The Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Agent shall promptly confirm Certificate evidencing such telephone advice to Warrants was duly surrendered and payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company in writingare closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and by paying in full, (iii) (a) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] funds or (b) in lieu of payment of the Warrant Price, surrender its Warrant for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the surrendered Warrant, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value. The “Fair Market Value” shall mean the average reported last sale price of the Common Stock for each Warrant Security with respect to which a Warrant is being exercised the 10 trading days ending on the third trading day prior to the Warrant Agent at its corporate trust office, provided that such exercise date on which the notice of redemption is subject sent to receipt within five business days holders of such payment by the Warrant Agent Warrants pursuant to Section 6 hereof. If any of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedRegistered Holder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Registered Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants This Warrant may be exercised to purchase a in whole number of Warrant Securities or in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment part by the Warrant Agent of Holder during the Warrant Certificate applicable Exercise Period upon presentation and surrender hereof, with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and Purchase Form attached hereto as Exhibit B duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full office of the Company located at 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, accompanied by full payment of the Exercise Price multiplied by the number of Shares of the Company being purchased (the "Purchase Price"), whereupon the Company shall cause the appropriate number of Shares to be issued and shall deliver to the Holder, within 10 days of surrender of the Warrant, a certificate representing the Shares being purchased. Upon each partial exercise hereof, a new Warrant evidencing the remainder of the Shares will be issued to the Holder, at the Company's expense, as soon as reasonably practicable, at the same Exercise Price, the transfer books for the same Exercise Periods, and otherwise on the same terms and conditions as the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant partially exercised. The Purchase Price shall be effective payable by delivery of a certified or bank cashier's check payable to constitute the person so Company, or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of the Purchase Price, or, if the Company's Common Stock is listed on a securities exchange or market, in the manner set forth in the following paragraph if requested by the Holder in the Purchase Form. The Holder shall be deemed for all purposes to be named as have become the holder of record of such Shares so purchased upon exercise of this Warrant Securities as of the close of business on the date as of which this Warrant, together with a duly executed Purchase Form, was delivered to the Company and payment of the Purchase Price was made, regardless of the date of delivery of any certificate representing the Shares so purchased, except that if the Company were subject to any legal requirements prohibiting it from issuing shares of Common Stock on such date, but the Holder shall be effective deemed to constitute such person as have become the record holder of record of such Warrant Securities for all purposes at the opening of business Shares on the next succeeding day on date as of which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall Company ceased to be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingprohibited.

Exercise of Warrants. (a) During All or any part of the period specified in Section 2.2, the Warrants Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth commencing on the reverse side first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, One Xxxxxx Place, Suite 600, 0000 Xxxxx Xxxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant Certificate exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by paying in fullthe Warrantholder, in lawful money of the United States States, of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Exercise Price for each Warrant Security payable with respect to which the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Warrant, such certificates shall not bear a Warrant is being exercised legend with respect to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days Securities Act of such payment by 1933. If fewer than all the Securities purchasable under the Warrant Agent are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the Warrant Certificate with the form of election not exercised. The Securities to purchase Warrant Securities set forth be obtained on the reverse side exercise of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, will be deemed to have been issued, and any person exercising the Warrants will be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as the have become a holder of record of such Warrant Securities on such datethose Securities, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which of the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingExercise Price.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which the Warrant Certificate and payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, shall be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone or electronic mail at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During Each registered holder of Warrants shall have the period specified in Section 2.2right, the Warrants which right may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on herein, to purchase from the reverse side Company, and the Company shall issue and sell to such registered holder of Warrants, the Warrant Certificate number of fully paid and by paying in fullnonassessable shares of Common Stock specified herein, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent at its corporate trust officeCompany, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on duly completed and signed, and upon payment to the reverse side Company of the Warrant Certificate properly completed and duly executedExercise Price for the number of shares of Common Stock in respect of which such Warrants are then exercised. The date on which payment Payment of such Exercise Price may be made in full cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Warrant Price is received by the Warrant Agent shall, subject to receipt Company. Upon such surrender of Warrants and payment of the Warrant Certificate Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock, as of the date on which of surrender of such Warrants and payment of the Warrant is exercisedExercise Price, as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and the payment in full of the Warrant such Exercise Price, the transfer books for the Warrant Securities Common Stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The Warrant Agent right of purchase represented by the Warrants shall deposit all funds received by it in payment be exercisable, at the election of the Warrant Price in registered holders thereof, either as an account entirety or, from time to time, for only part of the Company maintained with it Common Stock specified therein, and shall advise in the event that any Warrant is exercised in respect of less than all of the Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. Upon 30 days prior written notice to the holder of the Warrants, the Company by telephone at shall have the end of each day on which a payment for right to reduce the exercise of Warrants is received price and/or extend the term of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice Warrants in compliance with the requirements of Rule 13e-4 to the Company in writingextent applicable.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (asubject to adjustment as provided in SECTION 6 hereof) During per share of Common Stock, payable by certified or official bank cashier's check payable to the period specified order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in Section 2.2lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last ten (10) trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last ten (10) trading days before the date of exercise of the Warrants or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last twenty (20) trading days before the date of exercise of the Warrants. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 5995 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00016), the Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also reference to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and by paying in full, in lawful money deliver a new Warrant Certificate of like tenor for the balance of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with securities purchasable thereunder. With respect to which a Warrant is being exercised to any such exercise, the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, Holder shall for all purposes be deemed to be have become the holder of record of the number of shares of Common Stock evidenced by such certificate or certificates from the date on which the Warrant is exercised; provided, however, that if, at was surrendered and payment of the Exercise Price was made irrespective of the date of receipt delivery of such Warrant Certificates certificate, except that, if the date of such surrender and payment in full is a date on which the stock transfer books of the Warrant PriceCompany are closed, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants person shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as have become the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes shares at the opening close of business on the next succeeding day date on which the stock transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingopen.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and by paying in full, (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] ; provided, however, that with respect to the Private Warrants, in the event of redemption of the Warrants pursuant to Section 6 of this Agreement, any holder of Private Warrants may, in lieu of payment of the Warrant Price, surrender its Private Warrants for that number of Shares equal to the quotient obtained by dividing (x) the product of the number of Shares underlying the surrendered Private Warrants, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value; provided further, however, that, notwithstanding the foregoing, the Private Warrants will not be exercisable at any time when a registration statement relating to the Shares underlying the Public Warrants is not effective and a prospectus relating to those Shares is not available for each Warrant Security with respect use by the holders of the Public Warrants. For avoidance of doubt, in no event may a Registered Holder expect or compel the Company to which deliver any consideration under a Warrant is being exercised other than Shares as described immediately above. “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the Warrant Agent at its corporate trust office, provided that such exercise date on which the notice of redemption is subject sent to receipt within five business days holders of such payment by the Warrant Agent Warrants pursuant to Section 6 of this Agreement. If any of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants Warrant Shares may be exercised purchased upon surrender to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side Company at the office or agency of the Warrant Certificate and by paying Agent in fullthe City of New York, in lawful money of the United States of Americacertificate or certificates evidencing the Warrants to be exercised, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate together with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, which signature shall, if the Warrant Shares are to be issued in the name of a person other than the Holder of the Warrant Certificate properly completed Warrant, be guaranteed by a bank or trust company located in the United States or a broker or dealer that is a member of a national securities exchange, and duly executed. The date on which upon payment in full of the Warrant Price is received by to the Warrant Agent shall, subject to receipt for the account of the Company of the Exercise Price (as defined in and determined in accordance with the provisions of Sections 10 and 11 hereof) for the number of Warrant Certificate Shares in respect of which such Warrants are then being exercised. Payment of the aggregate Exercise Price shall be made by certified or cashier's check, or by any combination thereof. Subject to Section 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, be deemed the Company shall issue and cause to be delivered, with all reasonable dispatch, to or upon the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full written order of the Warrant PriceHolder and in such name or names as the Holder may designate, the transfer books a certificate or certificates for the number of full Warrant Securities purchasable Shares so purchased upon the exercise of such Warrants Warrants. Such certificate or certificates shall be closed, no such receipt of such Warrant Certificates deemed to have been issued and no such payment of such Warrant Price shall be effective to constitute the any person so designated to be named as the therein shall be deemed to have become a holder of record of such Warrant Securities on such date, but shall be effective to constitute such person Shares as of the holder date of record the surrender of such Warrant Securities for all purposes at Warrants and payment of the opening of business Exercise Price, as aforesaid; PROVIDED, HOWEVER, that if such Warrants are surrendered, and the Exercise Price is paid, on the next succeeding a Saturday, Sunday or other day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close, or on a day when the Common Stock transfer books for of the Warrant Securities purchasable upon the exercise of such Warrants shall be openedCompany are closed, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding Monday, Tuesday, Wednesday, Thursday or Friday on which such banking institutions are not so authorized or obligated to close (whether before or after the Expiration Date) and which is a day on which the Common Stock transfer books shall next be opened, and until such date of the Company are open. The rights of purchase represented by the Warrants shall be under no duty exercisable, at the election of the Holders thereof, either in full or from time to deliver any time in part and, in the event that a certificate for such Warrant Securities. The Warrant Agent shall deposit evidencing Warrants is exercised in respect of less than all funds received by it in payment of the Warrant Price in an account Shares specified therein at any time prior to the expiration of such Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificates pursuant to the provisions of this subsection and of subsection 2.2 hereof and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United 2. States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form Shares by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities Shares set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaidCertificate, in accordance with this Section 2.3(a), be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the applicable Exercise Period (athe “Exercise Date”) During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and by paying in full, (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] . As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock to which he is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle the Warrant exercise unless a registration statement under the Act, with respect to the shares of Common Stock underlying the Warrants is effective and a current prospectus is on file with the Commission. In the event that a registration statement with respect to the Common Stock underlying a Warrant is not effective under the Securities Act or a current prospectus is not on file with the Commission, the holder of such Warrant (including Placement Warrants) shall not be entitled to exercise such Warrant. Notwithstanding anything to the contrary in this Warrant Agreement, under no circumstances will the Company be required to net cash settle the Warrant exercise. Warrants may not be exercised by, or shares of Common Stock issued to, any registered holder in any state in which such exercise or issuance would be unlawful. For the avoidance of doubt, as a result of this Section 3.3, any or all of the Warrants (including the Placement Warrants) may expire unexercised. In no event shall the registered Holder of a Warrant be entitled to receive any monetary damages if the Common Stock underlying the Warrants have not been registered by the Company pursuant to an effective registration statement or if a current prospectus is available for delivery by the Warrant Agent, provided the Company has fulfilled its obligation to use its best efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust officetherefor, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant is being exercised Securities to be issued in registered form))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.its

Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a Warrant is being exercised event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust officeoffice at [address] [or at __________], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate is held by the Euroclear Operator and Clearstream and will be duly endorsed to reflect the exercise of Warrants by the Euroclear Operator and Clearstream), (ii) a duly executed certification from the Euroclear Operator or Clearstream, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euroclear Operator of Clearstream through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euroclear Operator or Clearstream of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euroclear Operator or Clearstream, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate may be presented for exercise of the Warrants represented thereby and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate and the certification of Euroclear Operator or Clearstream] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euroclear Operator or Clearstream, as the case may be,] with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants and, if applicable, return the Global Warrant Certificate to the Common Depositary or to its order.] As soon as practicable after the exercise of any Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue, pursuant to the Indentures, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant, the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euroclear Operator or Clearstream, as the case may be, to or upon order of the Euroclear Operator or Clearstream, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euroclear Operator or Clearstream, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number provisions of Warrant Securities in registered form by providing certain information as set forth on the reverse side of this Agreement and the Warrant Certificate in substantially the form attached hereto, each registered holder of Warrants shall have the right to purchase from the Company, and by paying in fullthe Company shall issue and sell to such registered holder, in lawful money the number of fully paid and nonassessable shares of Common Stock of the United States of AmericaCompany specified in the Warrants, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company at its corporate trust office, provided that such exercise is subject to receipt within five business days the office of such payment by the Warrant Agent of the Warrant Certificate such Warrants, with the form of election to purchase Warrant Securities set forth on the reverse side Warrants filled out and signed, and upon payment to the Company of the Warrant Price, as specified herein. Any Warrant may be exercised in whole or in part. In the event of exercise in part, the Warrant Agent shall issue and deliver to the Warrant Holder another Warrant of like tenor representing the unexercised number of shares. Payment for the shares upon exercise of Warrants shall be in cash or by certified check to the order of the Company. Subject to the provisions of this Agreement and the Warrant Certificate properly completed in substantially the form attached hereto, Warrants may be exercised for a period of five years beginning at the Closing of the Offering. No adjustment shall be made for any dividends on any Common Stock issuable upon exercise of any Warrant. Subject to Section 5 hereof, upon surrender of Warrants and duly executed. The date on which payment in full of the Warrant Price is received by Price, the Warrant Agent shallCompany shall issue and cause to be delivered with all reasonable dispatch to, subject or upon the written order of the registered holder of Warrants exercised, and in such name or names as the holder shall designate, a certificate or certificates representing the shares so purchased, together with cash, as provided in Section 11 hereof, in respect of any fraction of a share of Common Stock otherwise issuable upon surrender. Such certificate or certificates shall be deemed to receipt have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares, as of the date of surrender of the Warrants and the payment of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercisedPrice; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and the payment in full of the such Warrant Price, the transfer books for the Warrant Securities Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities shares in respect of which such Warrants are then exercised shall be issuable as of the date on of which such next succeeding day on which the transfer books shall next be opened, whether before, on, or after 5:00 p.m., Utah time, on the respective dates of expiration of the Warrants, and until such date date, the Company shall be under have no obligation or duty to deliver any certificate for such Warrant Securitiesshares; provided, further, however, that the transfer books, unless otherwise required by law or applicable rule of any national securities exchange, or bylaw of the Company, shall not be closed at any one time for a period in excess of 20 days. The Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. The Company shall pay all taxes and other governmental charges (other than income tax) that may be imposed in respect of the issue or delivery of the shares issued upon the exercise of any Warrants. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of the any certificate for shares in any name other than that of the Warrant holder surrendered in connection with the purchase of such shares, and in such case neither the Company nor the Warrant Agent shall deposit all funds received by be required to issue or deliver any stock certificate until such tax or other charge has been paid or it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice has been established to the Company in writingCompany's satisfaction that no tax or charge is due.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaidin accordance with this Section 2.3(a), be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingit.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] , the Warrant Strike Price for each Warrant Security with respect to which a Warrant is the applicable Warrants are being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Strike Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Strike Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Strike Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Strike Price in an account of the Company maintained with it and shall advise the Company by telephone e-mail at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During i)During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which may be exercised as in such Warrant Certificates expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or part of the number of fully paid and nonassessable shares of Warrant Securities Common Stock specified in registered such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Agent designated for such purpose, of such Warrant Certificates with the exercise form by providing certain information as set forth on the reverse side thereof duly filled in and signed and affixed with signature medallion guarantee, and upon payment to the Warrant Agent to the account of the Warrant Certificate and by paying in full, in lawful money Company of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each the number of shares of Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised exercised. The date of exercise of any Warrant shall be issuable as of deemed to be the date of its receipt by the Warrant Agent duly filled in and signed and accompanied by proper funds as hereinafter provided. Payment of such Warrant Price may be made in wire transfer in immediately available funds, cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such next succeeding day on which the transfer books shall next be openedsurrender of Warrants, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Company maintained registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Warrant Common Stock so purchased upon the exercise of such Warrants together with it and shall advise the Company by telephone at the end cash as provided in Section 11 of each day on which this Agreement, in respect of any fraction of a payment share of such stock issuable upon such surrender. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants is received shall for all purposes be deemed to have become the holder of record of the amount so deposited to its account. The Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Agent shall promptly confirm Certificate evidencing such telephone advice to Warrants was duly surrendered and payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company in writingare closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants A Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Agent, at its corporate trust principal office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company or a broker or dealer which is a member of the National Association of Securities Dealers, Inc., and upon payment to the Warrant Certificate properly completed and duly executed. The date on which payment in full Agent for the account of the Company of the Warrant Price is received by (as defined in and determined in accordance with the Warrant Agent shallprovisions of Sections 9 and 10 hereof), subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the number of Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised exercised. Payment of the aggregate Warrant Price shall be issuable as made in cash or by certified or bank cashier's check drawn on a banking institution chartered by the government of the date on United States or any state thereof. Subject to Section 6 hereof, upon such next succeeding day on which the transfer books shall next be opened, surrender of Warrants and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price as aforesaid, the Warrant Agent shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in an account such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Price, as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During All or any part of the period specified in Section 2.2, the Warrants Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth commencing on the reverse side first anniversary of the Effective Date and ending at 5:00 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 434 Olds Station Road, Wenatchee, Washington 98801, attention: Presidxxx, xx xx xxxx xxxxx xxxxxx xx xxxxxx xx xxx Xxxxany may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant Certificate exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by paying in fullthe Warrantholder, in lawful money of the United States States, of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Exercise Price for each Warrant Security payable with respect to which the Securities being purchased. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Warrant, such certificates shall not bear a Warrant is being exercised legend with respect to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days Securities Act of such payment by 1933. If fewer than all the Securities purchasable under the Warrant Agent are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the Warrant Certificate with the form of election not exercised. The Securities to purchase Warrant Securities set forth be obtained on the reverse side exercise of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, will be deemed to have been issued, and any person exercising the Warrants will be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as the have become a holder of record of such Warrant Securities on such datethose Securities, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which of the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingExercise Price.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business Exhibit 4.4 days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During All or any part of the period specified in Section 2.2, the Warrants Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth commencing on the reverse side first anniversary of the Effective Date and ending at 5:00 p.m. (Pacific Time) on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 7860 Xxxx XxXxxxx Xxxxx, Suite 2, Scottsdale, Arizona 85260, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant Certificate exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by paying in fullthe Warrantholder, in lawful money of the United States States, of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Exercise Price for each Warrant Security payable with respect to which a the Securities being purchased. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale If fewer than all the Securities purchasable under the Warrant is being exercised are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Agent at its corporate trust officeCertificate (dated the date hereof), provided in form and tenor similar to this Warrant Certificate, evidencing that such exercise is subject to receipt within five business days of such payment by the Warrant Agent portion of the Warrant Certificate with the form of election not exercised. The Securities to purchase Warrant Securities set forth be obtained on the reverse side exercise of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, will be deemed to have been issued, and any person exercising the Warrants will be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as the have become a holder of record of such Warrant Securities on such datethose Securities, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which of the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingExercise Price.

Exercise of Warrants. (a) During The registered holder of any Warrant Certificate may exercise the period specified Warrants evidenced thereby, in whole at any time or in part from time to time at or prior to the close of business, on the Expiration Date relating to such Warrant, subject to the provisions of Section 2.29, at which time the Warrant Certificates shall be and become wholly void and of no value. Warrants may be exercised by their holders as follows: A. Exercise of Warrants shall be accomplished upon surrender of the Warrant Certificate evidencing such Warrants, with the Form of Election to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth Purchase on the reverse side thereof duly filled in and executed, to the Warrant Agent at its stock transfer office in New York, New York, together with payment to the Company of the Warrant Certificate Exercise Price (as of the date of such surrender) of the Warrants then being exercised and an amount equal to any applicable transfer tax and, if requested by paying the Company, any other taxes or governmental charges which the Company may be required by law to collect in fullrespect of such exercise. Payment of the Exercise Price and other amounts may be made by wire transfer of good funds, or by certified or bank cashier's check, payable in lawful money of the United States of AmericaAmerica to the order of the Company. No adjustment shall be made for any cash dividends, [whether paid or declared, on any securities issuable upon exercise of a Warrant. B. Upon receipt of a Warrant Certificate, with the Form of Election to Purchase duly filled in cash and executed, accompanied by payment of the Exercise Price of the Warrants being exercised (and of an amount equal to any applicable taxes or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] government charges as aforesaid), the Warrant Price for each Warrant Security Agent shall promptly request from the Transfer Agent with respect to which the securities to be issued and deliver to or upon the order of the registered holder of such Warrant Certificate, in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of the securities to be purchased, together with cash made available by the Company pursuant to Section 8 hereof in respect of any fraction of a share of such securities otherwise issuable upon such exercise. If the Warrant is being exercised then exercisable to purchase property other than securities, the Warrant Agent at its corporate trust office, provided that shall take appropriate steps to cause such exercise is subject property to receipt within five business days be delivered to or upon the order of the registered holder of such payment Warrant Certificate. In addition, if it is required by law and upon instruction by the Company, the Warrant Agent will deliver to each Warrantholder a prospectus which complies with the provisions of Section 9 of the Securities Act of 1933 and the Company agrees to supply Warrant Agent with sufficient number of prospectuses to effectuate that purpose. C. In case the registered holder of any Warrant Certificate shall exercise fewer than all of the Warrants evidenced by such Warrant Certificate, the Warrant Agent shall promptly countersign and deliver to the registered holder of such Warrant Certificate, or to his duly authorized assigns, a new Warrant Certificate or Certificates evidencing the number of Warrants that were not so exercised. D. Each person in whose name any certificate for securities is issued upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record of the securities represented thereby as of, and such certificate shall be dated, the date upon which the Warrant Certificate with the was duly surrendered in proper form of election to purchase Warrant Securities set forth on the reverse side and payment of the Warrant Certificate properly completed Exercise Price (and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercisedany applicable taxes or other governmental charges) was made; provided, however, that if, at if the date of receipt such surrender and payment is a date on which the stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such Warrant Certificates shares as of, and payment in full of the Warrant Price, the transfer books certificate for the Warrant Securities purchasable upon the exercise of such Warrants shares shall be closeddated, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding business day on which the stock transfer books for of the Company are open (whether before, on or after the Expiration Date relating to such Warrant) and the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company Agent shall be under no duty to deliver any the certificate for such Warrant Securitiesshares until such date. The Company covenants and agrees that it shall not cause its stock transfer books to be closed for a period of more than 20 consecutive business days except upon consolidation, merger, sale of all or substantially all of its assets, dissolution or liquidation or as otherwise provided by law. Section 8. Fractional Interests The Company shall not be required to issue any Warrant Agent shall deposit all funds received by it in payment Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants. If any fraction (calculated to the nearest one-hundredth) of a Warrant Price or a share of securities would, except for the provisions of this Section, be issuable on the exercise of any Warrant, the Company shall, at its option, either issue the required fractional Warrant or share or purchase such fraction for an amount in an account cash equal to the current value of such fraction computed on the basis of the closing market price (as quoted on the Company's principal stock exchange) on the trading day immediately preceding the day upon which such Warrant Certificate was surrendered for exercise in accordance with Section 7 hereof. If the Company's common stock is not quoted on a stock exchange or in the National Association of Securities Dealers Automated Quotation System, then the value shall be the highest bid price quoted for such day as reported by the National Quotation Bureau pink sheets. If there is no active public market, the value shall be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company. By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of securities upon exercise of a Warrant, except as expressly provided in this Section 8. Section 9. Reservation of Equity Securities The Company covenants that it will at all times reserve and keep available, free from any pre-emptive rights, out of its authorized and unissued equity securities, solely for the purpose of issue upon exercise of the Warrants, such number of shares of equity securities of the Company maintained with it and as shall advise the Company by telephone at the end of each day on which a payment for then be issuable upon the exercise of all outstanding Warrants is received ("Equity Securities"). The Company covenants that all Equity Securities which shall be so issuable shall, upon such issue, be duly authorized, validly issued, fully paid and non-assessable. The Company covenants that if any equity securities, required to be reserved for the purpose of issue upon exercise of the amount so deposited Warrants hereunder, require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon exercise of Warrants, the Company will use all commercially reasonable efforts to its account. The Warrant Agent shall promptly confirm cause such telephone advice securities to be duly registered, or approved, as the case may be, and, to the extent practicable, take all such action in anticipation of and prior to the exercise of the Warrants, including, without limitation, filing any and all post-effective amendments to the Company's Registration Statement on Form S-3 (Registration No. 333-75520) necessary to permit a public offering of the securities underlying the Warrants at any and all times during the term of this Agreement, provided, however, that in no event shall such securities be issued, and the Company is authorized to refuse to honor the exercise of any Warrant, if such exercise would result in writingthe opinion of the Company's Board of Directors, upon advice of counsel, in the violation of any law. Section 10. Reduction of Exercise Price Below Par Value Before taking any action that would cause an adjustment pursuant to Section 6 hereof reducing the portion of the Exercise Price required to purchase one share of capital stock below the then par value (if any) of a share of such capital stock, the Company will use its best efforts to take any corporate action which, in the opinion of its counsel, may be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such capital stock. Section 11.

Exercise of Warrants. (a) During All or any part of the period specified in Section 2.2, the Warrants Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth commencing on the reverse side first anniversary of the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of the Effective Date by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 4553 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx xxx Xxx, Xxxxxxxxxx 00000, xx at such other office or agency as the Company may designate. The date on which such instructions are received by the Company shall be the date of exercise. If the Holder has elected a Cashless Exercise, such instructions shall so state. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to prepare certificates for the Securities to be received by the Warrantholder upon completion of the Warrant Certificate exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by paying in fullthe Warrantholder, in lawful money of the United States States, of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Exercise Price for each Warrant Security payable with respect to which the Securities being purchased, if any. If the Warrantholder shall represent and warrant that all applicable registration and prospectus delivery requirements for their sale have been complied with upon sale of the Securities received upon exercise of the Warrant, such certificates shall not bear a Warrant is being exercised legend with respect to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days Securities Act of such payment by 1933. If fewer than all the Securities purchasable under the Warrant Agent are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the Warrant Certificate with the form of election not exercised. The Securities to purchase Warrant Securities set forth be obtained on the reverse side exercise of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, will be deemed to have been issued, and any person exercising the Warrants will be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as the have become a holder of record of such Warrant Securities on such datethose Securities, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which of the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingExercise Price.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants A Warrant may be exercised upon surrender to purchase a whole number the Company in care of Warrant Securities in registered form by providing certain information as set forth on the reverse side Secretary of the Company, of the Warrant Certificate to be exercised, together with the duly completed and by paying in fullsigned form of Election to Purchase attached hereto, in lawful money and upon payment to the Company of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each the number of Warrant Security with Shares in respect to of which a such Warrant is being exercised then exercised. Payment of the aggregate Warrant Price shall be made by wire transfer of immediately available funds in accordance with written wire transfer instructions to the Warrant Agent at its corporate trust office, be provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent Company. Subject to Section 8, upon such surrender of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Agent shallShares so purchased upon the exercise of such Warrants, subject together with cash, as provided in Section 8, in respect of any fractional Warrant Share otherwise issuable upon such surrender. Such certificates or certificates shall be deemed to receipt have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercisedPrice; provided, however, that if, at the date of receipt surrender of such Warrant Certificates and payment in full of the such Warrant Price, the transfer books for the Warrant Securities Shares or other class of stock purchasable upon the exercise of such Warrants Warrant shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are Warrant is then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares; provided, further that the transfer books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrant Agent shall deposit be exercisable, at the election of the Holders thereof, either in full or from time to time in part. If a Warrant is exercised in respect of less than all funds received by it in payment of the Warrant Price in an account of Shares purchasable on such exercise at any time prior to the Expiration Date, a new Warrant evidencing the remaining Warrant Shares will be issued, and the Company maintained with it and shall advise deliver the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The new Warrant Agent shall promptly confirm such telephone advice pursuant to the Company in writingprovisions of this Section.

Exercise of Warrants. (a) During The registered holder of each Warrant shall have the period specified in Section 2.2right, the Warrants which may be exercised as in such Warrant expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder) the number of Warrant Securities Shares specified in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullsuch Warrant, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company, at its corporate trust office, provided that such exercise is subject to receipt within five business days the office in ________________________________ of such payment by the Warrant Agent of the Warrant Certificate such Warrant, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Certificate properly completed and duly executedExercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. The date on which payment Payment of such Warrant Exercise Price may be made in full cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Price is received by the Warrant Agent shallAgent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, subject to receipt upon such surrender of Warrants, and payment of the Warrant Certificate Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date on which of the surrender of such Warrants and payment of the Warrant is exercisedExercise Price as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrants and payment of such Warrant Certificates and payment in full of the Warrant Exercise Price, the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt surrender of such Warrant Certificates Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Warrant Securities Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time before the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant is being exercised Securities to be issued in registered form))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ___________], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Insert Cashless Exercise Option provisions, if applicable] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right which may be exercised through ____________, 2005 commencing from the Effective Date and ending at the close of business on __________, 2005 to purchase a whole from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of Warrant Securities fully paid and non-assessable Common Shares specified in registered form by providing certain information as set forth on such Warrants, upon surrender to the reverse side Company at the office of the Warrant Certificate Agent of such Warrants, with the form of election to purchase duly filled in and by paying in fullsigned, in lawful money and upon payment to the order of the United States Company of Americathe Warrant Price, [determined in accordance with Sections 10 and 11 herein, for the number of shares in respect of which such Warrants are then exercised. Payment of such Warrant Price shall be made in cash or by certified check or official bank check draft or postal or express money order payable, in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised United States dollars, to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent order of the Warrant Certificate with the form Company. No adjustment shall be made for any dividends on any Common Shares issuable upon exercise of election a Warrant. Subject to purchase Warrant Securities set forth on the reverse side Section 7, upon such surrender of the Warrant Certificate properly completed Warrants, and duly executed. The date on which payment in full of the Warrant Price is received by as aforesaid, the Warrant Agent shallCompany shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, subject a certificate or certificates for the largest number of whole Common Shares so purchased upon the exercise of such Warrants. The Company shall not be required to receipt issue any fraction of a share of Common Stock or make any cash or other adjustment except as provided in Section 12 herein, in respect of any fraction of a Common Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of the surrender of such Warrants and payment of the Warrant Certificate Price as aforesaid, be deemed to be the date on which the Warrant is exercised; aforesaid provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the such Warrant Price, the transfer books for the Warrant Securities Common Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, oened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided, further, however, that the transfer books aforesaid, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the shares specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received by it in payment is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section during the Warrant Price in an account exercise period, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which may be exercised as in such Warrants expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of Warrant Securities fully paid and nonassessable shares of Common Stock specified in registered form by providing certain information as set forth on such Warrants, upon surrender of such Warrants to the reverse side Company at the office of the Warrant Certificate and by paying in fullAgent, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Warrant Certificate properly completed and duly executed. The date on which payment in full Company of the Warrant Price is received for the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of such Warrant Price may be made in cash, or by certified or official bank check, payable in United States dollars, to the Warrant Agent shall, subject to receipt order of the Warrant Certificate Agent. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of a Warrant. Upon such surrender of Warrants, and payment of the Warrant Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date on which of the surrender of such Warrants and payment of the Warrant is exercisedPrice as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the Warrant Price, the transfer books for the Warrant Securities Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, opened and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein, and in the event that any Warrant is exercised in respect of less than all of the shares specified therein, a new Warrant or Warrants will be issued for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of ss.3 of this Agreement and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. The Warrants initially are exercisable at the Exercise Price (asubject to adjustment as provided in SECTION 6 hereof) During per share of Common Stock, payable by certified or official bank cashier's check payable to the period specified order of the Company; PROVIDED, HOWEVER, that the Holder shall have the right, at his or its election, in Section 2.2lieu of delivering the Exercise Price in cash, to instruct the Company in the form of subscription to retain, in payment of the Exercise Price, a number of shares of Common Stock (the "Payment Shares") equal to the quotient of (i) the Exercise Price multiplied by the number of shares as to which the Warrant is then being exercised divided by (ii) the "Average Closing Price" as of the date of exercise and to deduct the number of Payment Shares from the shares to be delivered to the Holder. "Average Closing Price" means, as of any date, (x) if shares of Common Stock are listed on a national securities exchange, the average of the closing sales prices therefor on the largest securities exchange on which such shares are traded on the last 10 trading days before such date, (y) if such shares are listed on the NASDAQ National Market System but not on any national securities exchange, the average of the closing sales prices therefor on the NASDAQ National Market System on the last 10 trading days before such date or (z) if such shares are not listed on either a national securities exchange or the NASDAQ National Market System, the average of the sales prices therefor on the last 20 trading days before such date. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the shares of Common Stock at the Company's principal offices (currently located at 3811 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000), xhe Holder or any subsequent registered holder or holders of a Warrant Certificate (any such subsequent holder or holders also referred to herein as the "Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased for the Warrants so exercised. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side all or part of the shares of Common Stock represented thereby. In the case of the purchase of less than all the securities purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and, unless the Warrant has expired, shall execute and by paying in full, in lawful money deliver a new Warrant Certificate of like tenor for the balance of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with securities purchasable thereunder. With respect to which a Warrant is being exercised to any such exercise, the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, Holder shall for all purposes be deemed to be have become the holder of record of the number of shares of Common Stock from the date on which the Warrant is exercised; provided, however, that if, at was surrendered and payment of the Exercise Price was made irrespective of the date of receipt delivery of such Warrant Certificates shares, except that, if the date of such surrender and payment in full is a date on which the stock transfer books of the Warrant PriceCompany are closed, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants person shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as have become the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes shares at the opening close of business on the next succeeding day date on which the stock transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingopen.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants A Warrant may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Agent, at its corporate trust principal office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate certificate or certificates evidencing the Warrants to be exercised, together with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, which signature shall be guaranteed by an Eligible Institution, and upon payment to the Warrant Agent for the account of the Warrant Certificate properly completed and duly executed. The date on which payment in full Company of the Warrant Price is received by (as defined in and determined in accordance with the Warrant Agent shallprovisions of Sections 9 and 10 hereof), subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the number of Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised exercised. Payment of the aggregate Warrant Price shall be issuable as made in cash or by certified or bank cashier's check drawn on a banking institution chartered by the government of the date on United States or any state thereof. Subject to Section 6 hereof, upon such next succeeding day on which the transfer books shall next be opened, surrender of Warrants and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price as aforesaid, the Warrant Agent shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Holder and in an account such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional Warrant Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Price, as aforesaid. The right of purchase represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Warrant Shares purchasable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant certificate or certificates pursuant to the provisions of this Section and of Section 3 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant certificates duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a Warrant is being exercised event no such accrued interest shall be payable))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue [, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During Commencing (i) in the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side case of the Warrant Certificate and by paying in fullClass A Warrants, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day Class A Initial Exercise Date and (ii) in the case of the Class B Warrants, at the opening of business on which the transfer books for Class B Initial Exercise Date, Warrants may be exercised by surrendering the Warrant Securities purchasable upon the exercise of Certificate evidencing such Warrants shall be opened, and the certificates for at the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of Agent's Office with the date Election to Purchase form set forth on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment reverse of the Warrant Price Certificate duly completed and executed by the registered holder thereof or his attorney duly authorized in an writing, accompanied by payment in full, as set forth below, to the Warrant Agent for the account of the Company maintained with it the Exercise Price for each share of Common Stock as to which Warrants are exercised and any taxes that the registered holder is required to pay as set forth in Section 3.9. Such Exercise Price shall advise be paid in full by (i) cash or a certified check or a wire transfer in same day funds in an amount equal to the Company then applicable Exercise Price multiplied by telephone at the end number of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice Shares then being purchased, (ii) delivery to the Company of that number of shares of Common Stock, duly endorsed, having an aggregate Fair Market Value (as defined in writingSection 4.1(d)) equal to the then applicable Exercise Price multiplied by the number of Warrant Shares then being purchased or (iii) by any combination of (i) and (ii). In the alternative, the holder of a Warrant Certificate may exercise its right to purchase some or all of the Warrant Shares subject to such Warrant Certificate, on a net basis, such that, without the exchange of any funds, such holder receives that number of Warrant Shares subscribed to pursuant to such Warrant Certificate less that number of shares of Common Stock having an aggregate Fair Market Value at the Date of Exercise equal to the aggregate Exercise Price that would otherwise have been paid by such holder for the number of Warrant Shares subscribed to pursuant to such Warrant Certificate. A registered Warrant holder may exercise all or any number of whole Warrants represented by a Warrant Certificate.

Exercise of Warrants. (a) During [During] [With respect to Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant is being exercised Securities to be issued in registered form)) to the Warrant Agent at its corporate trust officeoffice at [address] [or at _________], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate [together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [is] [and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euroclear Operator and Clearstream and will be duly endorsed to reflect the exercise of Warrants [and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euroclear Operator and Clearstream), (ii) a duly executed certification from the Euroclear Operator or Clearstream, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euroclear Operator or Clearstream through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euroclear Operator or Clearstream of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euroclear Operator or Clearstream, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [and, if required, the Temporary Global Security] and the certification of Euroclear Operator or Clearstream] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euroclear Operator or Clearstream, as the case may be,] with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [and the Temporary Global Security] to the Common Depositary or to its order.] As soon as practicable after the exercise of any Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant, the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euroclear Operator or Clearstream, as the case may be, to or upon order of the Euroclear Operator or Clearstream, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euroclear Operator or Clearstream, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.for

Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a Warrant is being exercised event no such accrued interest shall be payable))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option]. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of the Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust officeoffice at [address] [or at __________], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. Prior to the issuance of any Warrants there shall be reserved, and the Company shall at all times keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrant Certificates.

Exercise of Warrants. The Warrants initially are exercisable at the initial exercise price (a) During the period specified subject to adjustment as provided in Section 2.2, the Warrants may be exercised to purchase a whole number 9 hereof) per share of Warrant Securities in registered form by providing certain information Common Stock as set forth on the reverse side of the Warrant Certificate and in Section 8 hereof payable by paying in full, in lawful money of the United States of AmericaStates, [in cash or by cash, wire transfer, certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised draft payable to the Warrant Agent at its corporate trust office, provided that such exercise is subject order of the Company (or as otherwise agreed to receipt within five business days of such payment by the Warrant Agent Company). Upon surrender of the a Warrant Certificate with the form annexed Form of election Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Company's principal offices in New York (presently located at 1 Bridge Street, Irvington, NY 10533) the registered holder of the Xxxxxxx Xxxxxxxxxxx xxxxx xx entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The purchase Warrant Securities set forth on the reverse side of rights represented by the Warrant Certificate properly completed and duly executed. The date on which payment in full are exercisable at the option of the Warrant Price is received by the Warrant Agent shallHolder thereof, subject in whole or in part (but not as to receipt fractional shares of the Warrant Certificate as aforesaidCommon Stock underlying the Warrants), provided that no exercise may be deemed to be the date on which the Warrant is exercised; provided, however, for fewer than 10,000 shares of Common Stock (or such lesser number that if, at the date of receipt of such Warrant Certificates and payment in full may remain upon exercise of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants). Warrants shall may be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective exercised to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for purchase all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as or part of the date on such next succeeding day on which shares of Common Stock represented thereby. In the transfer books shall next be openedcase of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, and until such date the Company shall be cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver to the Holder a new Warrant Certificate of like tenor for the balance of the shares of Common Stock. Notwithstanding the foregoing, Holder acknowledges and agrees that the Company does not have a sufficient number of authorized shares of Common Stock to permit the purchase of all of the shares of Common Stock that Holder has a right to purchase under no duty the Lender Warrants nor has the Company obtained stockholder approval to deliver any certificate for such Warrant Securitiesamend its Certificate of Incorporation to increase the number of authorized shares of Common Stock. The Warrant Agent Company covenants and agrees that it shall deposit all funds received by take such actions as are necessary to amend its Certificate of Incorporation to increase the number of authorized shares of Common Stock to an aggregate of 290,000,000 shares, which actions shall be taken as soon as practical after the date hereof, but in no event later than 30 days after the date hereof. Holder agrees that it in payment shall not purchase more than a total of 30,000,000 shares of Common Stock under the Warrant Price in an account of Lender Warrants until such time as the Company maintained with it and shall advise the Company by telephone at the end has amended its Certificate of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company Incorporation as set forth in writingthis Section 3.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which may be exercised as in such Warrant Certificates expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or part of the number of fully paid and nonassessable shares of Warrant Securities Common Stock specified in registered such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Agent designated for such purpose, of such Warrant Certificates with the exercise form by providing certain information as set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent to the account of the Warrant Certificate and by paying in full, in lawful money Company of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each the number of shares of Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised exercised. The date of exercise of any Warrant shall be issuable as of deemed to be the date of its receipt by the Warrant Agent duly filled in and signed and accompanied by proper funds as hereinafter provided. Payment of such Warrant Price may be made in wire transfer in immediately available funds, cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such next succeeding day on which the transfer books shall next be openedsurrender of Warrants, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Company maintained registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Warrant Common Stock so purchased upon the exercise of such Warrants together with it and shall advise the Company by telephone at the end cash as provided in Section 11 of each day on which this Agreement, in respect of any fraction of a payment share of such stock issuable upon such surrender. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants is received shall for all purposes be deemed to have become the holder of record of the amount so deposited to its account. The Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Agent shall promptly confirm Certificate evidencing such telephone advice to Warrants was duly surrendered and payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company in writingare closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2, provisions of the Warrants and this Warrant Agent Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to purchase a whole number the office of the Warrant Securities in registered form by providing certain information Agent, or at the office of its successor as Warrant Agent, the Warrant, the notice of exercise, as set forth on in the reverse side of Warrant, duly executed and properly completed, accompanied such other documentation as the Warrant Certificate Agent may reasonably request, and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] to the Warrant Agent, the Warrant Price for each full Warrant Security with respect Share as to which a the Warrant is being exercised to and the issuance of the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment Shares by the Warrant Agent as set forth in the applicable Warrant. In no event shall the Registered Holder of any Warrant be entitled to “net cash settle” the Warrant. The Warrant Agent will transmit to the Company the funds received from the Registered Holders for the exercise of the Warrant Certificate with Warrants by the form of election to purchase Warrant Securities set forth on the reverse side 5th business day of the Warrant Certificate properly completed and duly executedmonth following the acceptance of such funds. The date on which payment in full No ink-original Notice of the Warrant Price is received by the Warrant Agent shallExercise shall be required, subject to receipt nor shall any medallion guarantee (or other type of the Warrant Certificate as aforesaid, guarantee or notarization) of any Notice of Exercise be deemed to be the date on which the Warrant is exercisedrequired; provided, however, that ifin the case of Notice of Exercise that involves transfer of ownership, at (for purposes of clarity, transfer of ownership shall not include issuance of Warrant Shares to the date of receipt of such Warrant Certificates and payment in full Registered Holder of the Warrant PriceWarrants), or change in the name of the registered holder, the transfer books for Warrant Agent may reasonably request such other documentations to accompany the Notice of Exercise, including a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. In the event of a cash exercise of the Warrants, the Company hereby instructs the Warrant Securities purchasable upon Agent to record cost basis for newly issued Warrant Shares to be equal to the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingprice thereof.

Exercise of Warrants. (a) During Subject to the period provisions of this Agreement, each registered holder of Warrants shall have the right, which may be exercised as in such Warrant Certificates expressed, to purchase from the Company (and the Company shall issue and sell to such registered holders of Warrants) all or part of the number of fully paid and nonassessable shares of Warrant Common Stock specified in such Warrant Certificates (subject to the adjustments as herein provided), upon surrender to the Company at the office of the Warrant Agent specified in Section 2.221 hereof, of such Warrant Certificates with the Warrants may be exercised to purchase a whole number of Warrant Securities in registered exercise form by providing certain information as set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent to the account of the Warrant Certificate and by paying in full, in lawful money Company of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each the number of shares of Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised exercised. The date of exercise of any Warrant shall be issuable as of deemed to be the date of its receipt by the Warrant Agent duly filled in and signed and accompanied by proper funds as hereinafter provided. Payment of such Warrant Price may be made in wire transfer in immediately available funds, cash, or by certified or official bank check. No adjustment shall be made for any cash dividends on shares of Warrant Common Stock issuable upon exercise of a Warrant. Upon such next succeeding day on which the transfer books shall next be openedsurrender of Warrants, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Company maintained registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Warrant Common Stock so purchased upon the exercise of such Warrants together with it and shall advise the Company by telephone at the end cash as provided in Section 11 of each day on which this Agreement, in respect of any fraction of a payment share of such stock issuable upon such surrender. Each person in whose name any certificate for shares of Common Stock is issued upon the exercise of Warrants is received shall for all purposes be deemed to have become the holder of record of the amount so deposited to its account. The Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Warrant Agent shall promptly confirm Certificate evidencing such telephone advice to Warrants was duly surrendered and payment of the Warrant Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company in writingare closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding business day on which the Common Stock transfer books of the Company are open.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and by paying in full, (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of such payment by the Warrant Agent of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on Purchase, or (C) the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Exercise Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants A Warrant may be exercised upon surrender to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side Company at its principal office of the Warrant Certificate and by paying in fullcertificate or certificates evidencing the Warrants to be exercised, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate together with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, (and upon payment to the Company for the account of the Company in accordance with the provisions of Sections 9 and 10 hereof), for the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of the aggregate Warrant Certificate properly completed Price shall be made by check, Cashier's Check, money order, or any combination thereof. Subject to Section 6 hereof, upon such surrender of Warrants and duly executed. The date on which payment in full of the Warrant Price is received by as aforesaid, the Warrant Agent shallCompany shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, subject a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 11 hereof, in respect of any fractional shares of Common Stock otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to receipt have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock as of the date of the surrender of such Warrants and payment of the Warrant Certificate Price, as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the Warrant Price, the transfer books for the Warrant Securities Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, opened (whether before or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesCommon Stock; provided further, however, that the transfer books of record, unless otherwise required by law, shall not be closed at any one time for a period longer than twenty days. The Warrant Agent rights of purchase represented by the Warrants shall deposit all funds received by it in payment be exercisable, at the election of the Warrant Price Holders thereof, either in an account full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of less than all of the Company maintained with it and shall advise Common Stock purchasable on such exercise at any time prior to the Company by telephone at the end date of each day on which a payment for the exercise of Warrants is received expiration of the amount so deposited to its account. The Warrants, a new certificate evidencing the remaining Warrant Agent shall promptly confirm such telephone advice to the Company in writingor Warrants will be issued.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2Required Condition, all or any part of the Warrants Warrant may be exercised at any time on or before 5 p.m. Pacific Time on December 23, 1999 by surrendering this Warrant Certificate, together with appropriate instructions, duly executed by the Warrantholder or by his duly authorized attorney, at the office of the Company, 00000 XX Xxxxxx, Xxxxx X-0, Xxxxxxxx, Xxxxxx 00000, or at such other office or agency as the Company may designate. Upon receipt of notice of exercise, the Company shall immediately instruct its transfer agent to purchase a whole number of Warrant prepare certificates for the Securities in registered form to be received by providing certain information as set forth on the reverse side Warrantholder upon completion of the Warrant Certificate exercise. When such certificates are prepared, the Company shall notify the Warrantholder and deliver such certificates to the Warrantholder or as per the Warrantholder's instructions immediately upon payment in full by paying in fullthe Warrantholder, in lawful money of the United States States, of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Exercise Price for each Warrant Security payable with respect to which the Securities being purchased. Such Securities shall be registered with the Securities and Exchange Commission on or before the next registration effected by the Company, and thereafter certificates representing them shall not bear a Warrant is being exercised legend with respect to the Securities Act of 1933, upon compliance with such registration. Prior thereto, both the Securities and this Warrant Agent at its corporate trust officeshall be restricted, provided that such and bear a legend to comply with federal and state law. The Securities to be obtained on exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, will be deemed to have been issued, and any person exercising the Warrants will be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective deemed to constitute the person so designated to be named as the have become a holder of record of such Warrant Securities on such datethose Securities, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in of full payment of the Exercise Price. If fewer than all the Securities purchasable under the Warrant Price are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in an account form and tenor similar to this Warrant Certificate, evidencing that portion of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingnot exercised.

Exercise of Warrants. (a) During the period specified in Section 2.2A Holder may exercise a Warrant by delivering, the not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the "Exercise Date")] [If Warrants may be exercised on only one date: the Expiration Date] to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, [If Warrants are to be issued in Book-Entry form: and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the "Book-Entry Warrants") free on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purpose in writing by the Warrant Agent to the Depositary from time to time,] (ii) an election to purchase a whole number of the Warrant Securities in registered form ("Election to Purchase"), [For definitive Warrant Certificates: properly completed and executed by providing certain information as set forth the Holder on the reverse side of the Warrant Certificate Certificate] [If Warrants are to be issued in Book-Entry form: or, in the case of a Global Warrant Certificate, properly executed by the Participant and by paying substantially in full, the form included on the reverse of each Warrant Certificate,] and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of such payment by the Warrant Agent of (a) the Warrant Certificate with [If Warrants are to be issued in Book-Entry form: or the form of election Book-Entry Warrants,] (b) the Election to purchase Warrant Securities set forth on Purchase, or (c) the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Exercise Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on [Unless Warrants may be exercised on only one date: the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which is a Business Day. If the transfer books for Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Holder [If Warrants shall are to be openedissued in Book-Entry form: or Participant, and as the certificates for case may be,] as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised commencing at any time on or after the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, upon the terms and subject to purchase a whole number of Warrant Securities in registered form by providing certain information as the conditions set forth herein (including the provisions set forth in Sections 10 and 12 hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the reverse side Exercise Date, provided that the Warrant Certificate representing such Warrant, with the exercise form thereon duly executed by the Registered Holder thereof with such Registered Holder's signature guaranteed, together with payment in by certified or cashier's check made payable to the order of the Warrant Certificate and by paying in fullAgent for the account of the Company, of an amount in lawful money money, of the United States of AmericaAmerica equal to the applicable Purchase Price, [has been received in cash or good funds by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price Agent. The person entitled to receive the securities deliverable upon such exercise shall be treated for each all purposes as the holder of such securities as of the close of business on the Exercise Date. Upon the exercise of Warrants, the Warrant Security with respect Agent shall promptly notify the Company in writing of such fact and of the number of securities delivered upon such exercise. As soon as practicable on or after the Exercise Date, and in any event within five business days after such date, the Warrant Agent, subject to which a Warrant is being exercised to subsection (b) below, shall promptly deposit the payment into an interest bearing escrow account established by mutual agreement of the Company and the Warrant Agent at its corporate trust officea federally insured commercial bank. All funds deposited in the escrow account will be disbursed on a weekly basis, provided that such exercise is subject with accrued interest, to receipt within five business days of such payment the Company once they have been determined by the Warrant Agent to be collected funds. Once the funds are determined to be collected, the Warrant Agent, on behalf of the Warrant Certificate with Company, shall cause to be issued to the form person or persons entitled to receive the same a Common Stock certificate or certificates for the shares of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed Common Stock deliverable upon such exercise, and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject shall deliver the same to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingor persons entitled thereto.

Exercise of Warrants. (a) During the period specified in Section 2.2A Holder may exercise a Warrant by delivering, the not later than 5:00 P.M., New York time, on [Unless Warrants may be exercised on only one date: any Business Day during the Exercise Period (the “Exercise Date”)] [If Warrants may be exercised on only one date: the Expiration Date] to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, and, in the case of a Global Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of the Warrant Securities in registered form (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Holder on the reverse side of the Warrant Certificate or, in the case of a Global Warrant Certificate, properly executed by the Participant and by paying substantially in fullthe form included on the reverse of each Warrant Certificate, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of such payment by the Warrant Agent of (a) the Warrant Certificate with or the form of election Book-Entry Warrants, (b) the Election to purchase Warrant Securities set forth on Purchase, or (c) the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Exercise Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on [Unless Warrants may be exercised on only one date: the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which is a Business Day. If the transfer books for Warrants are received or deemed to be received after] the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Company. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe "Exercise Date") During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the "Book-Entry Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised ("Election to Purchase"), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository's procedures, and by paying in full, (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days . If any of such payment by the Warrant Agent of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on Purchase, or (C) the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Exercise Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedRegistered Holder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Registered Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant is being exercised Securities to be issued in registered form))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants This Warrant may be exercised to purchase a whole number at the office of the Warrant Securities Agent maintained for that purpose in registered form by providing certain information as set forth Glendale, California, upon presentation and surrender hereof, with the Warrant Exercise Form on the reverse side hereof duly completed and signed, and upon payment of the Warrant Certificate and by paying Price (as adjusted in fullaccordance with the provisions of Section 9 hereof), for the number of Warrant Shares in lawful money respect of which such Warrant is then exercised. Payment of the aggregate Warrant Price shall be made in cash in United States of Americadollars, [in cash or by certified check or official bank check payable in New York Clearing House funds] [United States dollars to the order of the Bank, or by bank wire transfer any combination thereof. The Bank shall not be required to issue fractional Warrant Shares on the exercise of Warrants. When Warrants shall be presented for exercise in immediately available funds] full at the same time by the same Holder, the number of full Warrant Price for each Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Security with respect to which Shares purchasable by such Holder on exercise of the Warrants so presented. If any fraction of a Warrant is being exercised Share would be issuable on the exercise of any Warrants in full, the Bank shall pay an amount in cash equal to the then current market price per Warrant Agent at its corporate trust officeShare multiplied by such fraction. When Warrants shall be presented for exercise as to a specified portion, provided that only full Warrant Shares shall be issuable and a new Warrant shall be issuable evidencing the remaining Warrant or Warrants. Upon such exercise is subject to receipt within five business days surrender of such Warrants and payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by as aforesaid, the Bank or its Warrant Agent shallshall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, subject a certificate or certificates for the number of full Warrant Shares so purchased upon the exercise of such Warrants, together with cash, as provided above in this Section 2, in respect of any fractional Warrant Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to receipt have been issued and any person so designated to be named therein shall be deemed to become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Warrant Certificate Price, as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the Warrant Price, the transfer books for the Warrant Securities Shares or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, opened (whether before or after the Expiration Date) and until such date the Company Bank shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The purchase rights represented by the Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a Warrant Agent shall deposit is exercised in respect of less than all funds received by it in payment of the Warrant Price in an account Shares purchasable on such exercise at any time prior to the date of expiration of the Company maintained with it and shall advise Warrants, a new Warrant evidencing the Company by telephone at the end of each day on which a payment for remaining Warrant or Warrants will be issued. All Warrants surrendered in the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent rights thereby evidenced shall promptly confirm such telephone advice to be cancelled by the Company in writingBank.

Exercise of Warrants. (a) During The registered holder of each Warrant shall have the period specified in Section 2.2right, the Warrants which may be exercised as in such Warrant expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder) the number of Warrant Securities Shares specified in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullsuch Warrants, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company, at its corporate trust office, provided that such exercise is subject to receipt within five business days the office in _____________________________ of such payment by the Warrant Agent of the Warrant Certificate such Warrant, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the warrant exercise price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. Payment of such warrant exercise price may be made in cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Certificate properly completed Agent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, upon such surrender of Warrants, and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate warrant exercise price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date on which of the Warrant is exercisedsurrender of such Warrants and payment of the warrant exercise price as aforesaid; providedPROVIDED, howeverHOWEVER, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the Warrant Pricesuch warrant exercise price, the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt surrender of such Warrant Certificates Warrants and no such payment of such Warrant Price warrant exercise price shall be effective to constitute the person so designated to be named therein as the holder of record of such Warrant Securities Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that providedthat such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During The registered holder of each Warrant shall have the period specified in Section 2.2right, the Warrants which may be exercised as in such Warrant expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder) the number of Warrant Securities Shares specified in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullsuch Warrants, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company, at its corporate trust office, provided that such exercise is subject to receipt within five business days the office in _______________ of such payment by the Warrant Agent of the Warrant Certificate such Warrant, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Certificate properly completed and duly executedExercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. The date on which payment Payment of such Warrant Exercise Price may be made in full cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Price is received by the Warrant Agent shallAgent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, subject to receipt upon such surrender of Warrants, and payment of the Warrant Certificate Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date on which of the surrender of such Warrants and payment of the Warrant is exercisedExercise Price as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrants and payment of such Warrant Certificates and payment in full of the Warrant Exercise Price, the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt surrender of such Warrant Certificates Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Warrant Securities Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which may be exercised commencing at the opening of business New York City time on the Separation Date and terminating at 5:00 p.m., New York City time, on _____________, 2003 (the "Expiration Date"), to purchase a whole from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of Warrant Securities fully paid and non-assessable shares of Common Stock specified in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullsuch Warrants, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company at its corporate trust office, provided that such exercise is subject to receipt within five business days the office of such payment by the Warrant Agent of the Warrant Certificate such Warrants, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and executed, and upon payment to the Company of the Warrant Certificate properly completed Price, determined in accordance with the provisions of Sections 9 and duly executed10 of this Agreement, for the number of shares in respect of which such Warrants are then exercised. The date Payment of such Warrant Price shall be made in cash or by check, bank draft or postal or express money order payable, in United States dollars, to the order of the Company in New York Clearing House funds. No adjustment shall be made for any dividends on which any shares of Common Stock issuable upon exercise of a Warrant. Subject to Section 6, upon such surrender of the Warrants and payment in full of the Warrant Price is received by as aforesaid, the Warrant Agent shallCompany shall issue and cause to be delivered with all reasonable dispatch, subject upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. No fractional shares of Common Stock will be issued; any fraction of a share issuable upon exercise shall be purchased in accordance with section 11. Such certificate or certificates shall be deemed to receipt have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such shares as of the date of the surrender of such Warrants and payment of the Warrant Certificate Price as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the such Warrant Price, the transfer books for the Warrant Securities shares of Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities shares in respect of to which such Warrants are then exercised shall be issuable deemed to have been issued as of the date on which such next succeeding day on which the transfer books shall next be openedopened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided, further, however, that such transfer books, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than 20 days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the shares specified therein and, in the event that any Warrant is exercised in respect of fewer than all of the shares specified therein at any time prior to the Expiration Date, a new Warrant or Warrants will be issued to such registered holder for the remaining number of shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement; and the Company, whenever requested by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise for such purpose. After the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received respective Expiration Dates of the amount so deposited to its account. The Warrant Agent Warrants any such Warrants which have not been exercised shall promptly confirm such telephone advice to the Company in writingbe void.

Exercise of Warrants. (a) During The registered holder of each Warrant shall have the period specified in Section 2.2right, the Warrants which may be exercised as in such Warrant expressed, to purchase a whole from the Company (and the Company shall issue and sell to such registered holder) the number of Warrant Securities Shares specified in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in fullsuch Warrants, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised upon surrender to the Warrant Agent Company, at its corporate trust office, provided that such exercise is subject to receipt within five business days the office in of such payment by the Warrant Agent of the Warrant Certificate such Warrant, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Warrant Agent for the account of the Company of the Warrant Certificate properly completed and duly executedExercise Price, determined in accordance with the provisions of Section 9 of this Agreement, for the number of Shares in respect of which such Warrant is then exercised. The date on which payment Payment of such Warrant Exercise Price may be made in full cash, or by certified check or bank draft or postal or express money order, payable in United States dollars, to the order of the Warrant Price is received by the Warrant Agent shallAgent. No adjustment shall be made for any dividends on any Shares issuable upon exercise of any Warrant. Subject to Section 6, subject to receipt upon such surrender of Warrants, and payment of the Warrant Certificate Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants, and in such name or names as such registered holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a Share otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Shares as of the date on which of the surrender of such Warrants and payment of the Warrant is exercisedExercise Price as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrants and payment of such Warrant Certificates and payment in full of the Warrant Exercise Price, the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be closed, no such receipt surrender of such Warrant Certificates Warrants and no such payment of such Warrant Exercise Price shall be effective to constitute the person so designated to be named therein as the holder of record of such Warrant Securities Shares on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities Shares for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities Shares purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant SecuritiesShares. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the Shares specified therein and, in the event that any Warrant is exercised in respect of less than all of the Shares specified therein at any time prior to the Expiration Date of the Warrants, a new Warrant or Warrants of like tenor will be issued for the remaining number of Shares specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement, and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingpurpose.

Exercise of Warrants. (a) During [During] [With respect to Warrants evidenced by Warrant Certificates in registered form, during] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant is being exercised Securities to be issued in registered form)) to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate [2: together with, if prior to the Detachable Date, the Temporary Global Security] (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate [1: is] [2: and, if prior to the Detachable Date, the Temporary Global Security are] held by the Euro-c1ear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants [2: and, if prior to the Detachable Date, the surrender to the Warrant Agent of the Offered Securities to which the Warrants are attached] by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator or CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate [2: and, if prior to the Detachable Date, the Temporary Global Security] may be presented for exercise of the Warrants represented thereby [2: and, if prior to the Detachable Date, for surrender for cancellation of the Offered Securities to which such Warrants are attached] and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate [2: and, if required, the Temporary Global Security] and the certification of Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants [2: and the Temporary Global Security to reflect the surrender for cancellation of the Offered Securities to which such Warrants are attached] and, if applicable, return the Global Warrant Certificate [2: and the Temporary Global Security] to the Common Depositary or to its order.] As soon as practicable after the exercise of any Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant, the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro-clear Operator or CEDEL, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) a. During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which may be exercised to purchase a whole number commencing at the opening of Warrant Securities in registered form by providing certain information as set forth business on the reverse side first day of the Warrant Certificate Exercise Period, to purchase from the Company (and by paying the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable shares of Common Stock specified in full, in lawful money such Warrants upon surrender of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised such Warrants to the Warrant Agent Company at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent office of the Warrant Certificate Agent, with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, and upon payment to the Company of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Exercise Price, determined in accordance with the transfer books provisions of Sections 9 and 10 of this Agreement, for the Warrant Securities purchasable upon the exercise number of such Warrants shall be closed, no such receipt shares of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised exercised. Payment of the Warrant Exercise Price shall be issuable made in cash or by certified check or bank draft to the order of the Company. Subject to Section 6, upon such surrender of Warrants and payment of the Warrant Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock, as of the date on of the surrender of such next succeeding day on which the transfer books shall next be opened, Warrants and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price as aforesaid. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for a portion of the shares specified therein and, in an account the event that any Warrant is exercised in respect of fewer than all of the shares of Common Stock specified therein at any time prior to the end of the Warrant Exercise Period, a new Warrant or Warrants will be issued to the registered holder for the number of shares of Common Stock specified in the Warrant so surrendered as to which the Warrant is not exercised, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Section and of Section 3 of this Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise for such purpose. Anything in the foregoing to the contrary notwithstanding, no Warrant will be exercisable unless at the time of exercise the Company by telephone at has filed with the end Securities and Exchange Commission a registration statement under the Securities Act of each day 1933, as amended (the "Act"), covering the shares of Common Stock issuable upon exercise of such Warrant which registration statement is effective as of the time of exercise and such shares have been so registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Warrant. The Company shall use its best efforts to have all shares so registered or qualified on or before the date on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writingbecome exercisable.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust officeoffice [if cashless exercise is permitted: or pursuant to the ‘cashless exercise’ procedures set forth in Section 2.3(b) below], provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The [if cashless exercise is permitted: If Warrants are exercised for cash, the] [The] date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised [(plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a event no such accrued interest shall be payable in respect of Warrant is being exercised Securities to be issued in registered form))] to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment such[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [Cashless Exercise Option] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right which may be exercised commencing at the opening of business on _______, 2000, and terminating at 5:00 p.m., Mountain time, on _______, 2003, (the "Expiration Date") to purchase a whole from the Company (and the Company shall issue and sell to such registered holder of Warrants) the number of fully paid and non-assessable shares of Common stock specified in such Warrants, upon surrender to the Company at the office of the Warrant Securities in registered Agent of such Warrants, with the form by providing certain information as set forth of election to purchase on the reverse side thereof duly filled in and signed, and upon payment to the Company of the Warrant Certificate Price, as defined and by paying determined in fullaccordance with the provisions of Sections 9 and 10 of this Agreement, for the securities in lawful money respect of the United States which such Warrants are then exercised. Payment of America, [such Warrant Price shall be made in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised draft to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent order of the Warrant Certificate with the form Company. No adjustment shall be made for any cash dividends on any shares of election Common Stock issuable upon exercise of a Warrant. Subject to purchase Warrant Securities set forth on the reverse side Section 6 hereof, upon such surrender of the Warrant Certificate properly completed Warrants, and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants shall be issued to the registered holder of such Warrants or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such securities as of the date on which of the surrender of such Warrants and payment of such Warrant is exercisedPrice as aforesaid; provided, however, that if, if at the date of receipt surrender of such Warrant Certificates Warrants and payment in full of the such Warrant Price, the transfer books for the Warrant Securities shares of Common Stock or other class of securities purchasable upon the exercise of such Warrants Warrant shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities shares of Common Stock and Warrants, if any, in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be openedopened (whether before, on, or after, the Expiration Date), and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiessecurities; provided, further, however, that such transfer books, unless otherwise required by law or by applicable rule of any national securities exchange, shall not be closed at any one time for a period longer than twenty (20) days. The rights of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or from time to time for part only of the securities specified therein and, in the event that any Warrant is exercised in respect of less than all of the securities specified therein at any time prior to the date of expiration of the Warrant, a new Warrant or Warrants will be issued to such registered holder of the remaining number of securities specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received by it in payment of is hereby irrevocably authorized to countersign and to deliver the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of required new Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice pursuant to the Company in writing.provisions of this Section

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Debt Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money funds of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Debt Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shallwill, subject to receipt of the Warrant Certificate as aforesaidCertificate, be deemed to be the date on which the Warrant is exercised; provided, however, except that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Debt Securities purchasable upon on the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall will be effective to constitute name the designated person so designated to be named as the holder of record of such Warrant Debt Securities on such date, but shall will be effective to constitute such person as the holder of record of such Warrant Debt Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Debt Securities purchasable upon the exercise of such Warrants shall will be opened, and the certificates for the Warrant Debt Securities in respect of which such Warrants are then exercised shall will be issuable as of the date on such the next succeeding day on which the transfer books shall next will be opened, and until such date the Company shall will be under no duty to deliver any certificate for such Warrant Debt Securities. The Warrant Agent shall will deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall will advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall will promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, each registered holder of Warrants shall have the Warrants right, which right may be exercised as in such Warrants as expressed, to purchase a whole from the Company, and the Company shall issue and sell to such registered holder of Warrants, the number of Warrant Securities fully paid and nonassessable shares of Common Stock specified in registered form by providing certain information as set forth on such Warrants, upon surrender to the reverse side Company at the office of the Warrant Certificate and by paying in fullAgent, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly thereof duly completed and duly executed. The date on which signed, and upon payment in full of the Warrant Price is received by to the Warrant Agent shall, subject to receipt for the account of the Warrant Certificate Company of the Exercise Price for the number of shares of Common Stock in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made in cash or by certified check, bank draft, or postal or express money order, payable in United States dollars, to the order of the Company. Subject to the provisions of Paragraph 8 hereof, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company, acting through the Warrant Agent, shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the registered holder of such Warrants and in such name or names as such registered holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants. Such certificates shall be deemed to have been issued, and any person so designated to be named therein shall be deemed to have become a holder of record of such Common Stock, as of the date on which of surrender of such Warrants and payment of the Warrant is exercisedExercise Price, as aforesaid; provided, however, that if, at the date of receipt surrender of such Warrant Certificates Warrants and the payment in full of the Warrant such Exercise Price, the transfer books for the Warrant Securities Common Stock purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Common Stock in respect of which such Warrants are then exercised shall be issuable as of the date on which such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securitiesshares; provided further, however, that the transfer books aforesaid, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The right of purchase represented by the Warrants shall be exercisable, at the election of the registered holders thereof, either as an entirety or, from time to time, for only part of the Common Stock specified therein, and in the event that any Warrant is exercised in respect of less than all of the Common Stock specified therein at any time prior to the date of expiration of the Warrants, a new Warrant or Warrants will be issued for the remaining number of Common Stock specified in the Warrant so surrendered, and the Warrant Agent shall deposit all funds received is hereby irrevocably authorized to countersign and to deliver the required new Warrants pursuant to the provisions of this Paragraph 5 and of Paragraph 3 of this Agreement, and the Company, whenever required by it in payment of the Warrant Price in an account Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company maintained with it and shall advise for such purposes. Notwithstanding anything contained herein to the contrary, no Warrant may be exercised if the issuance of Common Stock in connection therewith would constitute a violation of the registration provisions of federal or state securities laws. Upon thirty (30) days prior written notice to all holders of the Warrants, the Company by telephone at shall have the end of each day on which a payment for right to reduce the exercise of Warrants is received price and/or extend the term of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice Warrants in compliance with the requirements of Rule 13e-4 to the Company in writingextent applicable.

Exercise of Warrants. (a) During Subject to the period specified in Section 2.2provisions of this Agreement, the Warrants a Warrant may be exercised by the Warrantholder in whole or in part upon surrender at the Office to the Warrant Agent of the Warrant Certificate(s) evidencing the Warrants to be exercised, together with the form of election to purchase a whole number of Warrant Securities (the "Election to Purchase"), in registered the form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificate, duly completed and signed by paying such Warrantholder or by such Warrantholder's appointed legal representative or attorney-in-fact, which signature shall be guaranteed by an Eligible Guarantor Institution, and upon payment in fullfull to the Warrant Agent, in lawful money for the account of the United States Company, of Americathe Exercise Price for each Warrant exercised and any other amounts required to be paid pursuant to Section 7 hereof. Payment of the aggregate Exercise Price and such additional amounts, [in cash or if any, shall be made by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] payable to the order of the Company. Subject to the provisions of Section 7 hereof, upon due exercise of the Warrants and surrender of the Warrant Certificate, duly completed and signed, and payment of the exercise Price as aforesaid, the Company shall cause to be issued and delivered with all reasonable dispatch to or upon the written order of the Warrantholder and in such name or names as the Warrantholder may designate in the Election to Purchase, a certificate or certificates for each the number of full Warrant Security with respect to Shares so purchased, The number and kind of Warrant Shares for which a Warrant is being may be exercised shall be subject to adjustment from time to time as set forth in Section 10. The Warrants shall be exercisable as provided herein at the election of the Warrantholder either in whole or from time to time in part. Only whole numbers of Warrants may be exercised. In the event that prior to the Expiration Date the holder of a Warrant Certificate shall exercise fewer than all of the Warrants evidenced thereby, a new Warrant Certificate(s) evidencing the remaining unexercised Warrants shall be issued to such Warrantholder, and the Warrant Agent at its corporate trust officeis hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate(s) pursuant to the provisions of this Section 6 and subsection 3.2 hereof, provided that and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise is subject to receipt within five business days of such payment Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent of in a manner satisfactory to the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executedCompany. The date on which payment in full of Warrant Agent shall (i) account promptly to the Warrant Price is Company with respect to Warrants exercised, and concurrently pay to the Company all monies received by the Warrant Agent shall, subject to receipt for the purchase of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon Shares through the exercise of such Warrants shall be closedand (ii) as soon as practicable, no such receipt advise the Company in writing of such the number of Warrants exercised in accordance with the provisions of this Agreement and the Warrant Certificates and no such payment the instructions of such Warrant Price shall be effective to constitute the person so designated to be named as the each exercising holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account Certificates with respect to the issuance and delivery of the Company maintained with it and shall advise the Company by telephone at the end of each day on Warrant Shares to which a payment for the exercise of Warrants such holder is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm entitled upon such telephone advice to the Company in writingexercise.

Exercise of Warrants. Subject to Section 4.3 hereof, during the Exercise Period, each Holder may, subject to this Agreement, exercise from time to time some or all of the Warrants evidenced by its Warrant Certificate(s) by (a) During surrendering to the period specified in Section 2.2, Company at the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side principal office of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Agent such Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate Certificate(s) with the form of election to purchase Warrant Securities set forth on the reverse side thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer that is a member of a registered securities exchange or the Warrant Certificate properly completed National Association of Securities Dealers, Inc. (the "NASD"), and duly executed. The date on which payment in full of the Warrant Price is received by (b) paying to the Warrant Agent shall, subject to receipt for the account of the Warrant Certificate as aforesaid, be deemed to be Company the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant applicable Exercise Price, the transfer books for the number of Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities Shares in respect of which such Warrants are then exercised exercised. Warrants shall be issuable as deemed exercised on the date such Warrant Certificate(s) are surrendered to the Warrant Agent and tender of payment of the date on such next succeeding day on which applicable Exercise Price is made. Payment of the applicable aggregate Exercise Price shall be made in cash by wire transfer books shall next be openedof immediately available funds to the Warrant Agent for the account of the Company or by certified or official bank check or checks to the order of the Company or by any combination thereof. Upon the exercise of any Warrants in accordance with this Agreement, and until such date the Company shall issue and cause to be delivered with all reasonable dispatch, to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants and shall take such other actions at its sole expense as are necessary to complete the exercise of the Warrants (including, without limitation, payment of any cash with respect to fractional interests required under no duty to deliver any certificate for such Warrant SecuritiesSection 9 hereof). The Warrant Agent shall deposit have no responsibility or liability for such issuance or the determination of the number of Warrant Shares issuable upon such exercise. The certificate or certificates representing such Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date the Warrants are exercised hereunder. Each Warrant Share, when issued upon exercise of the Warrants, shall be duly authorized, validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive rights. In the event that a Holder elects to exercise less than all funds received of the Warrants evidenced by it in payment a Warrant Certificate, the Holder shall be entitled to receive a new Warrant Certificate or Certificates as specified by such Holder evidencing the remaining Warrant or Warrants, and the Warrant Agent is hereby irrevocably authorized by the Company to countersign, issue and deliver the required new Warrant Certificate or Certificates evidencing such remaining Warrant or Warrants pursuant to the provisions of this Section 4.2 hereof and of Section 3 hereof. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. Upon delivery of the Warrant Price Shares issuable upon exercise in an account accordance herewith and of any required new Warrant Certificates, the Company maintained with it shall direct the Warrant Agent by written order to cancel the Warrant Certificates surrendered upon exercise. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner permitted by applicable law and shall advise satisfactory to the Company by telephone at in accordance with its written instructions to the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its accountWarrant Agent. The Warrant Agent shall account promptly confirm such telephone advice to the Company in writingwith respect to Warrants exercised and concurrently pay to the Company all amounts received by the Warrant Agent upon exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. The Company shall at its sole expense supply the Warrant Agent from time to time with such number of copies of this Agreement as the Warrant Agent may request.

Exercise of Warrants. (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so 126534482 v2 deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any Business Day during the Exercise Period (athe “Exercise Date”) During to the period specified Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in Section 2.2the case of a Book-Entry Warrant Certificate, the Warrants may to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase a whole number of Warrant Securities in registered form the Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by providing certain information as set forth the Registered Holder on the reverse side of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and by paying in full, (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America, [in cash or America by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer in immediately available funds] ; provided, however, that with respect to the Private Warrants, in the event of redemption of the Warrants pursuant to Section 6 hereof, any holder of Private Warrants may, in lieu of payment of the Warrant Price, surrender its Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the surrendered Private Warrants, multiplied by the difference between the Fair Market Value (defined below) and the Warrant Price by (y) the Fair Market Value. The “Fair Market Value” shall mean the average reported last sale price of the Common Stock for each Warrant Security with respect to which a Warrant is being exercised the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrant Agent at its corporate trust office, provided that such exercise is subject pursuant to receipt within five business days Section 6 hereof. If any of such payment by the Warrant Agent of (A) the Warrant Certificate with or the form of election Book-Entry Warrants, (B) the Election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent shallafter 5:00 P.M., subject to receipt of New York time, on the Warrant Certificate as aforesaidspecified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date on which specified as the Warrant Exercise Date is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Pricenot a Business Day, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall will be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated deemed to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business received and exercised on the next succeeding day on which that is a Business Day. If the transfer books for Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Securities purchasable upon Agent will be returned to the exercise of such Warrants shall be openedHolder or Participant, and as the certificates for case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Securities Agent in respect of which an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such Warrants are then exercised determination will be final and binding upon the Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall be issuable as have any obligation to inform a Holder of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver invalidity of any certificate for such Warrant Securitiesexercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an the account of the Company maintained with it the Warrant Agent for such purpose and shall advise the Company by telephone at the end of each day on which a payment funds for the exercise of the Warrants is are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone telephonic advice to the Company in writing.

Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a Warrant is being exercised event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [With respect to Warrants evidenced by the Global Warrant Certificate, during the period specified in Section 2.02, any whole number of Warrants may be exercised by the Holder by presentation to the Warrant Agent at its office at [address located outside the United States [and the United Kingdom]], at or prior to [time], on any day on which the Warrants are exercisable, of (i) the Global Warrant Certificate (or written confirmation reasonably satisfactory to the Warrant Agent that the Global Warrant Certificate is held by the Euro-clear Operator and CEDEL and will be duly endorsed to reflect the exercise of Warrants by the Euro-clear Operator and CEDEL), (ii) a duly executed certification from the Euro-clear Operator or CEDEL, as the case may be, substantially in the form set forth in Exhibit C hereto and (iii) payment in full [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds,] of the Warrant Price for each Warrant exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date, if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date, if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)). Notwithstanding the foregoing, the Holder may exercise Warrants as aforesaid on the Expiration Date at any time prior to [time] in [city of Warrant Agent's office]. Any Warrants exercised as set forth in this paragraph shall be deemed exercised at the [country] office of the Warrant Agent.] [The Warrant Agent shall retain each certificate received by it from the Euro-clear Operator of CEDEL through the Expiration Date (or such earlier date by which all of the Warrants may have been exercised or cancelled) and thereafter shall dispose of them or deliver them to the Company pursuant to the instructions of the Company.] [The delivery to the Warrant Agent by the Euro-clear Operator or CEDEL of any certification referred to above may be relied upon by the Company, the Warrant Agent and the Trustee as conclusive evidence that a corresponding certificate or certificates substantially in the form of Exhibit D hereto has or have been delivered to the Euro-clear Operator or CEDEL, as the case may be.] [The Company will maintain in [location] (or in such other city [in western Europe] as the Company may deem advisable), until the right to exercise the Warrants shall expire or be earlier cancelled as hereinafter provided, an agency where the Global Warrant Certificate may be presented for exercise of the Warrants represented thereby and notices and demands to or upon the Company in respect of the Warrants or of this Agreement may be made.] The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate [in registered form or, as the case may be, the Global Warrant Certificate and the certification of Euro-clear Operator or CEDEL] as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and][,] the Trustee [and the Common Depositary at [both] its London and [location] office[s]] in writing [(which, in the case of exercised Warrants represented by the Global Warrant Certificate, shall be tested telex with appropriate answerback received,)] of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates [in registered form] evidencing such Warrants [or of the Euro-clear Operator or CEDEL, as the case may be,] with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates [in registered form] evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. [In addition, in the case of exercised Warrants evidenced by the Global Warrant Certificate, the Warrant Agent shall, as promptly as practicable, endorse, or cause the Common Depositary, [location] office, or one of the Warrant Agent's agents to endorse, Schedule A annexed to the Global Warrant Certificate to reflect the exercise of such Warrants and, if applicable, return the Global Warrant Certificate to the Common Depositary or to its order.] As soon as practicable after the exercise of any Warrant [evidenced by a Warrant Certificate in registered form], but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue, pursuant to the Indentures, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant, the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate [in registered form] evidencing the number of such Warrants remaining unexercised. [As soon as practicable after the exercise of any Warrant evidenced by the Global Warrant Certificate, the Company shall issue, pursuant to the Indenture, the Warrant Securities issuable upon such exercise, in authorized denominations (i) in fully registered form, registered in such name or names as may be directed by the Euro-clear Operator or CEDEL, as the case may be, to or upon order of the Euro-clear Operator or CEDEL, as the case may be, or (ii) in bearer form to the Common Depositary to be held for the account of the Euro-clear Operator or CEDEL, as the case may be, together with a written confirmation substantially in form of Exhibit E hereto; provided, however, that no Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico.] The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During [With respect to Warrants evidenced by Warrant Certificates in registered form, during] [During] the period specified in Section 2.2, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate Certificates evidencing such Warrants and by paying in full, full [in lawful money of the United States of America, ] [in cash or applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in New York Clearing House fundseach case,] [by bank wire transfer transfer] [in immediately available funds,] the Warrant Price for each Warrant Security with exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which a Warrant is being exercised event no such accrued interest shall be payable)) to the Warrant Agent at its corporate trust officeoffice at [address] [or at ], provided that such exercise is subject to receipt within five business days of such payment [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment for the exercise of the Warrant Price Warrants in an account of the Company maintained with it (or in such other account as may be designated by the Company) and shall advise the Company Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. If a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city are authorized or required to be closed. The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company [and the Trustee] in writing of (i) the number of Warrants exercised, (ii) the instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. As soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the Company shall issue, pursuant to the Indentures, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant, the Warrant Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due.

Exercise of Warrants. (a) During the period specified in Section 2.22.02, the any whole number of Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, (in lawful money of the United States of America, [) (in cash or by certified check or official bank check in New York Clearing House funds] [or by bank wire transfer transfer, in each case) (by bank wire transfer), in immediately available funds] , the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised exercised, to the Warrant Agent at its corporate trust officeoffice (or at ), provided that such exercise is subject to receipt within five [three] business days of such payment (payment) (wire transfer) by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be by deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment (payment) (wire transfer) for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee under the applicable Indenture of (i) the number of Warrants exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Securities to which such holder is entitled in fully registered form, registered in such name or names as may be directed by such holder.* If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. --------------- * Subject to change in accordance with changes in tax laws and regulations. 3 4 (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. ARTICLE III OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES SECTION 3.01. No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of principal of, premium, if any, or interest on Warrant Securities or to enforce any of the covenants in the applicable Indenture. SECTION 3.02.