Common use of Exercise Period Clause in Contracts

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended (a) The right to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share acquire shares of Common Stock as of the Company pursuant to this Warrant shall commence on the date hereof. The right to acquire shares of Common Stock of the Company pursuant to this Warrant shall expire on ________ ___, 2020, that is, the fifth (5th) anniversary from the date hereof (the “Expiration Date is greater than the Exercise Price as of Date”). After the Expiration Date, then the Holder shall have no right to purchase any shares of Common Stock pursuant to this Warrant. (b) The rights represented by this Warrant shall may be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder , in whole or in part (with respect to shares of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered Common Stock), subject to the Company on conditions contained herein and at any time within the Automatic Exercise Date by virtue period specified in Section 2(a) by: (i) surrender of this Section 1 without any action by Warrant for calculation (with the Holder. As promptly as is reasonably practicable on or after Election to Purchase form at the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company end hereof properly executed) at the principal executive office of the Company, Company (or at such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver in writing to the Holder at the address of the Holder appearing on the books of the Company); (or such other person or persons as directed by ii) payment to the Holder) a certificate or certificates Company of the Exercise Price for the number of shares of Common Stock specified in the Election to Purchase form, together with the amount of applicable stock transfer taxes, if any; and/or (iii) delivery to the Company of a duly executed agreement signed by the person(s) designated in the Election to Purchase form to the effect that such person(s) agree(s) to be bound by all of the terms and conditions of this Warrant. This Warrant Shares shall be deemed to have been exercised, in whole or in part to the extent specified, immediately prior to the close of business on the date on which all of the applicable provisions of this Section 2(b) are reasonably satisfied, and the person(s) designated in the Election to Purchase form shall become the holder(s) of record of the shares of Common Stock issuable upon such exercise, in accordance with Section 2exercise at that time and date.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "“Automatic Exercise Date"”) in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In (a) Subject to the event that the expiration terms and conditions set forth herein (including without limitation Section 3.04 and Section 5), each Series of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period Warrants shall be extended exercisable at any time and from time to 5:00 P.M. (E.S.T.) time on or after the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to Issue Date until the contrary, if any portion Close of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business Business on the Expiration Date (or, in for such Series of Warrants. Notwithstanding the event that the Expiration Date is not a business dayforegoing, the immediately preceding business dayHolders will be able to exercise the Warrants of a Series only if (i) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by does not fall in an Exercise Suspension Period and (ii) the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon exercise of such exerciseSeries are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. The Company may instruct the Warrant Agent in writing from time to time that Warrants held by a member of the Board of Directors, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in accordance which case the Warrant Agent shall not permit the exercise of such Warrants without the written consent of the Company. (b) Subject to the terms and conditions set forth herein (including Section 3.04, Section 4.06 and Section 5), each Series of Warrants will expire and cease to be exercisable at the Close of Business on the date (the “Expiration Date” for such Series of the Warrants) which is (i) November 20, 2026 (“Scheduled Expiration Date”) or (ii) if the Early Expiration Price Condition occurs with respect to such Series of Warrants, the Early Expiration Date for such Series of Warrants, where “Early Expiration Date” means, for any Series of the Warrants, either (x) the first Scheduled Trading Day (or, if a Net Exercise Period is in effect for such Series of Warrants, the second Scheduled Trading Day) immediately following the Early Expiration Price Condition Date for such Series of Warrants (subject to Section 23.02(h)) or (y) (if applicable) the Alternate Expiration Date for such Series of Warrants set pursuant to Section 3.02(d).

Exercise Period. In (a) Subject to the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holidayterms and conditions set forth herein (including without limitation Section 3.04 and Article V), the expiration of the Exercise Period Warrants shall be extended exercisable at any time and from time to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable time on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered the Common Stock Shelf Registration Statement shall have first been declared effective by the SEC until the Close of Business on the Expiration Date. Notwithstanding the foregoing, the Holders will be able to exercise the Warrants only if (i) the Common Stock Shelf Registration Statement relating to the Warrant Shares is effective and the Exercise Date does not fall in an Exercise Suspension Period and (ii) the Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside except as otherwise provided in Section 5.01. The Company at may instruct the principal office Warrant Agent in writing from time to time that Warrants held by a member of the Board of Directors, an Officer of the Company or an Affiliate of the Company are subject to further restrictions on exercise related to compliance with applicable securities laws, in which case the Warrant Agent shall not permit the exercise of such Warrants without the written consent of the Company. (b) Subject to the terms and conditions set forth herein (including without limitation Section 3.04 and Article V), the Warrants will expire and cease to be exercisable at the Close of Business on the date (the “Expiration Date”) which is (i) October 7, 2026 or such other office or agency (ii) if the Early Expiration Price Condition occurs, either (x) the Early Expiration Date, where “Early Expiration Date” means the Business Day immediately following the date of occurrence of the Company as it may reasonably designate by written notice to Early Expiration Price Condition or (y) the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2Alternate Expiration Date.

Exercise Period. In the event that the expiration (a) The Registered Holder may exercise this Warrant, in whole or in part (but not as to a fractional share of Warrant Stock), with respect to 750,000 shares of the Exercise Period shall fall on a SaturdayWarrant Stock, Sunday or United States federally recognized holidaysubject to subsection (b) below, the expiration of the Exercise Period shall be extended (subject to adjustment as herein provided at any time prior to 5:00 P.M. p.m. (E.S.T.New York time) on March 25, 2002, unless the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein right to the contrary, if any portion purchase shares of Warrant Stock under this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed earlier terminated pursuant to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) Section 14 (the "Automatic Exercise DatePeriod"). (b) If at any time when the Junior Debt (as defined in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before that certain Intercreditor Agreement dated the date on which this Warrant is surrendered to hereof among Fleet Bank, National Association ("Fleet"), the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Registered Holder, during normal business hours on any business day, the Company at and its expense subsidiaries listed therein, The Chase Manhattan Bank, N.A., Creditanstalt Bankverein and The Chase Manhattan Bank, N.A., as agent (the "Intercreditor Agreement")) is not in default the Company elects to permanently reduce the principal balance of the Loan (as defined in the Credit Agreement dated the date hereof among Fleet, the Company and the subsidiaries listed therein (the "Credit Agreement")) and reduce the Commitment (as defined in the Credit Agreement), then the Warrant shall issue and deliver (to the Holder extent not previously exercised) be reduced such that the total Warrant Stock obtainable under this Section 2.1 (or including any Warrant Stock previously issued pursuant to a partial exercise of this Warrant) is equal to the product of 750,000 shares times a fraction, the numerator of which is the Commitment following such other person or persons as directed reduction and the denominator of which is $3 million; provided, however, that upon an event of default that results in total payments by the Holder) a certificate or certificates for Registered Holder to Fleet pursuant to the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.Guarantee Agreement dated the date

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "“Automatic Exercise Date"”) in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency agency, of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In the event that the expiration of the Exercise Period shall fall Subject to compliance with all applicable --------------- securities laws, this Warrant may be exercised at any time, in whole or in part, on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first any business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein prior to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then by surrendering this Warrant at the principal executive office of the Company, together with the subscription form attached hereto duly executed by the Registered Holder and payment in full of the Purchase Price or adjusted Purchase Price therefor, if applicable (as determined in accordance with the terms hereof) for the number of shares of Warrant Stock to be purchased upon such exercise of this Warrant. Upon a partial exercise of this Warrant, this Warrant shall be surrendered, and a new Warrant of the same tenor for purchase of the number of remaining shares of Warrant Stock not previously purchased shall be issued by the Company to the Registered Holder. This Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, date of its surrender for exercise and payment in full to the event that Company of the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner Purchase Price as provided in Section 2 belowabove, and the Holder (or person entitled to receive the shares of Warrant Stock issuable upon such other person or persons as directed by the Holder) exercise shall be treated for all purposes as the holder of record of such Warrant Shares shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holderdate. As promptly soon as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business daydate, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by entitled to receive the Holder) same a certificate or certificates for the number of whole shares of Warrant Shares Stock issuable upon such exercise, together with cash in accordance lieu of any fraction of a share equal to such fraction of the current fair market value of one whole share of Warrant Stock as of the date of exercise, as determined in good faith by the Company's Board of Directors. No fractional shares may be issued upon any exercise of this Warrant. Notwithstanding the above, this Warrant must be exercised on the earliest to occur off (i) the Expiration Date; (ii) six (6) months after the date of closing of the issuance and sale of shares of Common Stock of the Company in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; (iii) the sale of all or substantially all the assets of the Company; or (iv) the merger of the Company into or consolidation with Section 2any other entity (the "Expiration Date"). In the event of a proposed transaction of the kind described in (ii), (iii) or (iv) above, the Company shall notify the Registered Holder at least thirty (30) days prior to the consummation of such event or transaction.

Exercise Period. (a) Subject to earlier exercise pursuant to Section 4.8, on and after January 1, 1999, and until 5:00 P.M., Eastern time, on the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all of the number of shares of Common Stock purchasable under this Warrant. (i) If at any time Holder shall desire to exercise the Warrant, then Holder shall deliver written notice of its intention to exercise the Warrant (a "Notice of Intention") to the Company, setting forth such Holder's desire to make such exercise. (ii) Upon receipt of the Notice of Intention, the Company shall then have the right to purchase the Warrant at a price equal to (i) the number of shares of Common Stock to be purchased upon exercise of the Warrant multiplied by the Current Market Price less (ii) the Warrant Price, both calculated as of the date of the Notice of Intention. The right of the Company pursuant to this Section 2.1(b) shall be exercisable by the delivery of a notice to the Holder (the "Notice of Exercise"), within 20 calendar days from the date of delivery of the Notice of Intention. The Notice of Exercise shall state the the purchase price for the Warrant. The rights of the Company pursuant to this Section 2.1(b) shall terminate if unexercised 20 calendar days after the date of delivery of the Notice of Intention. (iii) In the event that the expiration of Company exercises its rights to purchase the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 22.1(b), then the Holder must sell the Warrant to the Company, and the Company shall purchase the Warrant within 30 calendar days after the date of delivery of the Notice of Exercise to the Holder. (iv) Upon the consummation of the purchase and sale of the Warrant, the Holder shall deliver the Warrant, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company, duly executed by the Holder free and clear of any liens, against delivery by the Company of the purchase price of the Warrant by certified or bank check. (c) This Warrant is exercisable pursuant to this Section 2 notwithstanding the repayment of any loans or other indebtedness owed by the Company to any Holder.

Exercise Period. In the event that the expiration of the Exercise Period shall fall on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 below, and the Holder (or such other person or persons as directed by the Holder) Holder shall be treated for all purposes as the holder of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2.

Exercise Period. In (a) The Registered Holder may exercise this Warrant, in whole or in part (but not as to a fractional share of Warrant Stock), with respect to 750,000 shares of the event Warrant Stock, subject to subsection (b) below, (subject to adjustment as herein provided at any time prior to 5:00 p.m. (New York time) on October __, 2000, unless the right to purchase shares of Warrant Stock under this Warrant is earlier terminated pursuant to Section 14 (the "Exercise Period"). (b) If at any time when the Junior Debt (as defined in that certain Intercreditor Agreement dated the date hereof among Fleet Bank, National Association ("Fleet"), the Registered Holder, the Company and its subsidiaries listed therein, The Chase Manhattan Bank, N.A., Creditanstalt Bankverein and The Chase Manhattan Bank, N.A., as agent (the "Intercreditor Agreement")) is not in default the Company elects to permanently reduce the principal balance of the Loan (as defined in the Credit Agreement dated the date hereof among Fleet, the Company and the subsidiaries listed therein (the "Credit Agreement")) and reduce the Commitment (as defined in the Credit Agreement), then the Warrant shall (to the extent not previously exercised) be reduced such that the expiration total Warrant Stock obtainable under this Section 2.1 (including any Warrant Stock previously issued pursuant to a partial exercise of this Warrant) is equal to the Exercise Period shall fall on product of 750,000 shares times a Saturday, Sunday or United States federally recognized holidayfraction, the expiration numerator of which is the Exercise Period Commitment following such reduction and the denominator of which is $3 million; provided, however, that upon an event of default that results in total payments by the Registered Holder to Fleet pursuant to the Guarantee Agreement dated the date hereof among Fleet, the Registered Holder and the Company and its subsidiaries listed therein (the "Guarantee") of an amount greater than the Commitment then outstanding, then the Warrant shall be extended increased such that the total Warrant Stock obtainable under this Section 2.1 (including any Warrant Stock previously issued pursuant to 5:00 P.M. (E.S.T.a partial exercise of this Warrant) on the first business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein is equal to the contraryproduct of 750,000 shares times a fraction (not 4 to exceed 1.0), if any portion the numerator of this Warrant remains unexercised which is the total payments made as of the Expiration Date date of such calculation by the Registered Holder to Fleet pursuant to the Guarantee and any additional amounts owed to the Market Price of one share of Common Stock Registered Holder by the Company and its subsidiaries as of the Expiration Date is greater than date of such calculation pursuant to the Exercise Price as terms of the Expiration Date, then this Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, in the event that the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner provided in Section 2 belowCredit Agreement, and the Holder (or such other person or persons as directed by the Holder) shall be treated for all purposes as the holder denominator of record of such Warrant Shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holder. As promptly as which is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business day, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by the Holder) a certificate or certificates for the number of Warrant Shares issuable upon such exercise, in accordance with Section 2$3 million.

Exercise Period. In the event that the expiration of the Exercise Period shall fall Subject to compliance with all applicable --------------- securities laws, this Warrant may be exercised at any time, in whole or in part, on a Saturday, Sunday or United States federally recognized holiday, the expiration of the Exercise Period shall be extended to 5:00 P.M. (E.S.T.) on the first any business day following such Saturday, Sunday or recognized holiday. Notwithstanding anything contained herein prior to the contrary, if any portion of this Warrant remains unexercised as of the Expiration Date and the Market Price of one share of Common Stock as of the Expiration Date is greater than the Exercise Price as of the Expiration Date, then by surrendering this Warrant at the principal executive office of the Company, together with the subscription form attached hereto duly executed by the Registered Holder and payment in full of the Purchase Price or adjusted Purchase Price therefor, if applicable (as determined in accordance with the terms hereof) for the number of shares of Warrant Stock to be purchased upon such exercise of this Warrant. Upon a partial exercise of this Warrant, this Warrant shall be surrendered, and a new Warrant of the same tenor for purchase of the number of remaining shares of Warrant Stock not previously purchased shall be issued by the Company to the Registered Holder. This Warrant shall be deemed to have been exercised automatically, for the maximum number of shares then purchasable hereunder, immediately prior to the close of business on the Expiration Date (or, date of its surrender for exercise and payment in full to the event that Company of the Expiration Date is not a business day, the immediately preceding business day) (the "Automatic Exercise Date") in the manner Purchase Price as provided in Section 2 belowabove, and the Holder (or person entitled to receive the shares of Warrant Stock issuable upon such other person or persons as directed by the Holder) exercise shall be treated for all purposes as the holder of record of such Warrant Shares shares as of the close of business on such Automatic Exercise Date. This Warrant shall be deemed to be surrendered to the Company on the Automatic Exercise Date by virtue of this Section 1 without any action by the Holderdate. As promptly soon as is reasonably practicable on or after the Automatic Exercise Date, but in no event before the date on which this Warrant is surrendered to the Company at the principal office of the Company, or such other office or agency of the Company as it may reasonably designate by written notice to the Holder, during normal business hours on any business daydate, the Company at its expense shall issue and deliver to the Holder (or such other person or persons as directed by entitled to receive the Holder) same a certificate or certificates for the number of whole shares of Warrant Shares Stock issuable upon such exercise, together with cash in accordance lieu of any fraction of a share equal to such fraction of the current fair market value of one whole share of Warrant Stock as of the date of exercise, as determined in good faith by the Company's Board of Directors. No fractional shares may be issued upon any exercise of this Warrant. Notwithstanding the above, this Warrant must be exercised on the earliest to occur off (i) the Expiration Date; (ii) six. (6) months after the date of closing of the issuance and sale of shares of Common Stock of the Company in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; (iii) the sale of all or substantially all the assets of the Company; or (iv) the merger of the Company into or consolidation with Section 2any other entity (the "Expiration Date"). In the event of a proposed transaction of the kind described in (ii), (iii) or (iv) above, the Company shall notify the Registered Holder at least thirty (30) days prior to the consummation of such event or transaction.