Common use of Issuance of Certificates Clause in Contracts

Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any transfer tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered, sold or transferred except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time Company of an Exchange Eventopinion of counsel, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by reasonably satisfactory to counsel to the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any , stating that an exemption from registration under such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsavailable.”

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the rounding down of any entitlement to receive shares of Common Stock Warrants, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon (a) Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or stock certificates for the number Shares purchased shall be made forthwith without charge to the Holder thereof including, without limitation, any excise or transfer tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or resident or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe company, or in such other manner as is then authorized for the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend (which would include legend shall be removed by the rounding down of any entitlement Company pursuant to receive shares of Common Stock Section 6.3(b)) substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of full shares the Underlying Warrants, the issuance of Common Stock certificates for the Underlying Warrant Shares purchased shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any holder would otherwise be entitled to any fractional share Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exchange exercise, in whole or in part, of Rightsthe Underlying Warrants, at certificates representing the time of an Exchange EventUnderlying Warrant Shares purchased (collectively, the Company will instruct "Warrant Securities"), shall bear a legend substantially similar to the Rights Agent how any such entitlement will following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be addressed. To offered or sold except (i) pursuant to an effective registration statement under the fullest Act, (ii) to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right applicable, pursuant to deal with any such fractional entitlement at the relevant time in any manner permitted by Rule 144 under the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of (or any entitlement to receive shares of Common Stock similar rule under such Act relating to the nearest whole share (and in effect extinguishing any fractional entitlementdisposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificateany Class A Warrant, the Company shall issue to the registered holder of such Right(s) Class A Warrant a certificate or certificates for the number of full shares of Common Stock and full Class B Warrants to which such registered holder is entitled, registered in such name or names as may be directed by the registered holder, and if such Class A Warrant shall not have been exercised in full, a new countersigned Class A Warrant for the number of shares of Common Stock and the number of Class B Warrants as to which such Class A Warrant shall not have been exercised. As soon as practicable after the exercise of any Class B Warrant, the Company shall issue to the registered holder of such Class B Warrant a certificate or certificates for the number of full shares of Common Stock and full Class C Warrants to which such registered holder is entitled, registered in such name or names as may be directed by the registered holder, and if such Class B Warrant shall not have been exercised in full, a new countersigned Class B Warrant for the number of shares of Common Stock and the number of Class C Warrants as to which such Class B Warrant shall not have been exercised. As soon as practicable after the exercise of any Class C Warrant, the Company shall issue to the registered holder of such Class C Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it such registered holder is entitled, registered in such name or names as may be directed by himthe registered holder, her or itand if such Class C Warrant shall not have been exercised in full, a new countersigned Class C Warrant for the number of shares of Common Stock as to which such Class C Warrant shall not have been exercised. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange be obligated to deliver any securities pursuant to the exercise of Rightsa Warrant unless a registration statement under the Securities Act of 1933, with respect to the securities is then currently effective. In the event that Warrants may not be exercised by, or securities issued to, any registered holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, state in which such exercise would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsunlawful.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of Representative’s Unit Purchase Options, the issuance of certificates for the Units, Unit Warrants and Unit Shares or other securities, properties or rights underlying such Representative’s Unit Purchase Option, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the Exchange Eventissuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall direct holders not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Rights Representative and the Company shall not be required to return their Rights Certificates issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Rights Agent. If Company the amount of such tax or shall have established to the satisfaction of the Company is not that such tax has been paid. The Representative’s Unit Purchase Options and the surviving entity certificates representing the Units, Unit Warrants and Unit Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be executed on behalf of the Company by the manual or facsimile signature of the Chairman or Vice Chairman of the Board of Directors or any President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Representative’s Unit Purchase Options shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Units, Unit Warrants and Unit Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be identical in a Business Combinationform and substance to those issued and sold to the public in connection with the Public Offering, including the terms of redemption for the Warrants. Notwithstanding the foregoing, if, at the time of exercise of the Representative’s Unit Purchase Option, the holder Units into which the Representative’s Unit Purchase Option are exercisable have been separated and no longer trade as Units, then, upon exercise of Rights must affirmatively elect to such conversion. Upon receipt the Representative’s Unit Purchase Option, and in lieu of a valid Rights CertificateRepresentative’s Units, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contraryHolder, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares provided in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder first paragraph of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights.this Section 4:

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants for cash, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Warrant Shares purchased shall be made forthwith without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificate shall be dated the date hereof and certificates representing the Amended and Restated Certificate Warrant Shares shall be dated the date of Incorporationexecution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the rounding down of any entitlement to receive shares of Common Stock Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the nearest whole share (and in effect extinguishing any fractional entitlement)following: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsTRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrant and the clearance of the Exchange Eventfunds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the Company shall direct holders of the Rights instruct its transfer agent to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder Registered Holder of such Right(s) Warrant a certificate or certificates for representing the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the absence of a registration statement under the Act with respect to the Common Stock and a current prospectus relating to the shares of Common Stock, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a cashless exercise, no registration statement under the Act with respect to the Common Stock and no current prospectus relating to the shares of Common Stock, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle settle” the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsWarrant.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any transfer tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any Warrants, certificates representing the Shares purchased (the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time Company of an Exchange Eventopinion of counsel, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by reasonably satisfactory to counsel to the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any , stating that an exemption from registration under such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsavailable."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 4 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any transfer tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chief Executive Officer or President of the Company reserves the right under its corporate seal (if any) reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased, (the "Warrant Securities"), shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective registration statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventUnderwriter's Unit Option Warrant, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heSections 5 and 7 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter's Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrant shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriter's Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Amended Underwriter's Unit Option Warrants shall be identical in form and Restated Certificate of Incorporation, which would include the rounding down of any entitlement substance to receive shares of Common Stock those issued and sold to the nearest whole share (and public in effect extinguishing any fractional entitlement)connection with the Public Offering, or including the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate terms of redemption for the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsClass A Warrants.

Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Warrant Certificate at or prior to the Close of Business on the Expiration Date, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the Holder of a Book-Entry Warrant Certificate, the Company delivery of the executed Exercise Notice and the payment of the Exercise Price and any other applicable amounts as set forth herein), the Warrant Agent shall issue use reasonable efforts to cause the registered holder Warrant Shares to be delivered within three (3) Business Days of the delivery of the executed Exercise Notice (such Right(sdate, the “Warrant Share Delivery Date”) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed designated by himsuch Holder, her provided that the Warrant Agent shall not be liable to the Company or itthe Holder for any damages arising out of the failure to deliver the Warrant Shares by any specified date. If the Holder has not received delivery of a certificate or certificates representing the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system (as below defined)) by the Warrant Share Delivery Date, the Holder will have the right to rescind the exercise of the Warrant at any time after the Warrant Share Delivery Date and prior to delivery of the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system). Notwithstanding the foregoing, if the Company is then a participant in the Depository Trust Company Deposit or any provision contained in this Agreement Withdrawal at Custodian system (“DWAC”) system of the Depository and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise, the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the contrary, in no event will Holder by crediting the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder account of the relevant Rights, such that value received on exchange of Holder's prime broker with the Rights may be considered less than the value that the holder would otherwise expect to receive RightsDepository through its DWAC system.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective registration statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Warrant Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificate and certificates representing the Amended and Restated Certificate Warrant Shares shall be dated the date of Incorporationexecution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the rounding down of any entitlement to receive shares of Common Stock Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon -3- Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall be issued in the name of, or, if the requirements of Common Stock to which heSection ------- 7 hereof have been satisfied, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder - thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any -------- ------- tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless and until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company’s Amended and Restated Certificate , attested to by the manual or facsimile signature of Incorporation the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company reserves upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the right Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to deal with any such fractional entitlement at the relevant time in any manner permitted following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable state securities laws, and may not be offered or sold except (i) pursuant to an effective registration statement under the Act and the Amended and Restated Certificate of Incorporationor such laws, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under the Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of Company, stating that an exemption from registration under the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon The Holder Conversion Right may be exercised by the Holder by the surrender of this Convertible Note (or of any replacement Convertible Note issued hereunder) with the conversion notice attached hereto as practicable upon Exhibit A duly executed, at the occurrence principal office of the Exchange EventIssuer or the transfer agent of the Issuer. Conversion shall be deemed to have been effected on the date that such delivery of the Convertible Note and conversion notice is actually made (the “Conversion Date”). As promptly as practicable, and in any event within three (3) Trading Days, after a Conversion Date and the Issuer’s receipt of the Convertible Note being converted (and the conversion notice, if applicable) (such third Trading Day thereafter, the Company “Share Delivery Date”), the Issuer shall direct holders (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Rights to return their Rights Certificates to Securities Act of 1933 (“Rule 144”) and provided that the Rights Agent. If the Company transfer agent is not the surviving entity participating in a Business CombinationThe Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, the holder of Rights must affirmatively elect to credit such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the aggregate number of full shares of Common Stock to which hethe Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if legends are required to be placed on certificates of Common Stock pursuant to Rule 144 or the transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, she or it is entitledissue and deliver to the address as specified in the Conversion Notice, a certificate, registered in such the name of the Holder or names as may be directed by himits designee, her or it. Notwithstanding for the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to which the nearest whole Holder shall be entitled, which certificates shall not bear any restrictive legends unless required pursuant to Rule 144 and a check or cash with respect to any fractional interest in a share (and of Common Stock as provided in Section 4.4. The Issuer shall not be obligated to credit Common Stock or issue Common Stock certificates in the name of any party other than the Holder of the Convertible Notes, absent full compliance with the provisions of Section 9 hereof. The person in whose name the certificate or certificates for Common Stock are to be issued or credited shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect extinguishing on the Conversion Date. All rights with respect to the Convertible Notes (or any fractional entitlement)portion thereof) that are converted pursuant to this Section 4, or including the rights to receive interest and notices, shall terminate upon the conversion pursuant to this Section 4.2. Upon conversion of only a portion of this Convertible Note, the Issuer shall issue and deliver to the Holder hereof, at the expense of the Issuer, a new Convertible Note covering the principal amount of this Convertible Note not converted, which new Convertible Note shall entitle the holder being entitled thereof to hold any remaining fractional entitlement (without any share being issued) and interest on the principal amount thereof to aggregate the same with any future fractional entitlement to receive shares in extent as if the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder unconverted portion of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsthis Convertible Note had not been surrendered for conversion.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within ten business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of duly authorized officers of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of Rightsthe Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION OR NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITYHOLDERS AGREEMENT, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM DOSKXXXX XXXUFACTURING COMPANY, INC. AND ANY SUCCESSOR THERETO." If any Warrant Certificates or the event that any holder would otherwise certificates representing the Shares cease to be entitled subject to any fractional share upon exchange of Rights, at and all restrictions on transfer set forth in the time of an Exchange EventSecurityholders Agreement, the Company will instruct shall, upon the Rights Agent how any written request of the holder thereof, issue to such entitlement will be addressed. To holder without charging therefor a new certificate evidencing such Warrant Certificates or the fullest extent permitted certificates representing the Shares of the Company without the second sentence of the legend required by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsabove legend endorsed thereon.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective registration statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of full shares the Underlying Warrants, the issuance of Common Stock certificates for the Underlying Warrant Shares purchased shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any holder would otherwise be entitled to any fractional share Warrants, certificates representing the Shares and Underlying Warrants purchased, and upon exchange exercise, in whole or in part, of Rightsthe Underlying Warrants, at certificates representing the time of an Exchange EventUnderlying Warrant Shares purchased (collectively, the Company will instruct "Warrant Certificates"), shall bear a legend substantially similar to the Rights Agent how any such entitlement will following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be addressed. To offered or sold except (i) pursuant to an effective registration statement under the fullest Act, (ii) to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right applicable, pursuant to deal with any such fractional entitlement at the relevant time in any manner permitted by Rule 144 under the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of (or any entitlement to receive shares of Common Stock similar rule under such Act relating to the nearest whole share (and in effect extinguishing any fractional entitlementdisposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders ------------------------ issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 -------- and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Securities and/or other securities, properties or rights underlying such Warrants and, upon the redemption or conversion of full the Preferred Shares and/or the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Preferred Shares and/or Redeemable Warrants, as the case may be, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended certificates representing the Securities underlying the Warrants and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to underlying the nearest whole share Preferred Shares and Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or the holder being entitled to hold any remaining fractional entitlement exercise of the Warrants or the Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer or in lieu of mutilated, lost, stolen or destroyed Warrant Certificates. Certificates representing the Securities, and the shares of Common Stock underlying each Preferred Share and Redeemable Warrant (without any share being issuedand/or other securities, properties or rights issuable upon the redemption or conversion of the Preferred Shares or exercise of the Warrants or the Redeemable Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventUnderwriters Warrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Common Stock, Warrants and other securities, properties or rights underlying such Underwriters Warrants, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heSections 5 and 6 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsHolder thereof. The Company shall not issue fractional shares upon exchange pay all documentary stamp taxes, if any, attributable to the initial issuance of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act Underwriters Warrant and the Amended Warrants and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to issuable upon the nearest whole share (and in effect extinguishing any fractional entitlement)exercise thereof; provided, or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in however, that the Company until the holder is entitled shall not be required to receive a whole number. Any rounding down and extinguishment pay any tax or taxes which may be done payable with or without respect to any in lieu cash payment or other compensation being made to the holder secondary transfer of the relevant Rights, Underwriters Warrant or such that value received on exchange securities. The Underwriters Warrant Certificates and the certificates representing the Common Stock and Warrants comprising the Underwriters Units issuable upon exercise of the Rights may Underwriters Warrants shall be considered less than executed on behalf of the value Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriters Warrant Certificates shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Underwriters Units issuable upon exercise of the Underwriters Warrant shall be identical in form to those representing the Units issued in connection with the Public Offering, except that the holder would otherwise expect warrants underlying the Underwriters Units shall not be subject to receive Rightsredemption.

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrant and the clearance of the Exchange Eventfunds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter and within the time period set forth in the Warrants, the Company shall direct holders of the Rights instruct its transfer agent to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder Registered Holder of such Right(s) Warrant a certificate or certificates for representing the number of full shares of Common Stock Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Warrant unless (a) a registration statement under the Act with respect to the Ordinary Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the absence of a registration statement under the Act with respect to the offer and sale of the Ordinary Shares and a current prospectus relating to the Ordinary Shares, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a Registration Failure Cashless Exercise, no registration statement under the Act with respect to the Ordinary Shares and no current prospectus relating to the Ordinary Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle settle” the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsWarrant.

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrant and the clearance of the Exchange Event, the Company shall direct holders funds in payment of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights CertificateWarrant Price, the Company shall issue to the registered holder Registered Holder of such Right(s) Warrant a certificate or certificates for representing the number of full shares of Common Stock to which he, she or it 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 or surrendered in full, a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle settle” the Rights. The Company shall not issue fractional shares upon exchange of RightsWarrant. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at a Registration Statement is not effective for the time of an Exchange Eventexercised Warrants, the Company purchaser of a Unit containing such Warrants, will instruct have paid the Rights Agent how any such entitlement will be addressed. To full purchase price for the fullest extent permitted by Unit solely for the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and included in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsUnit.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock underlying the Warrants shall be made forthwith (and in any event within three business days thereafter)without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable In respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificate and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock underlying each Warrant shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Senior Assistant Secretary of the Company. Warrant Certificates and certificates representing the Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the shares of Common Stock underlying the Warrants (collectively, the "Warrant Securities"), shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. 2 The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (and in effect extinguishing any fractional entitlementTHE "ACT"), or the holder being entitled to hold any remaining fractional entitlement AND MAY NOT BE OFFERED OR SOLD EXCEPT (without any share being issuedI) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant RightsPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights(II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Issuance of Certificates. As soon as practicable upon the occurrence Units shall be evidenced and represented by a Certificate of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity Membership in a Business Combination, form approved by the holder Board of Rights must affirmatively elect to such conversionManagers. Upon receipt Any certificate evidencing Units will bear the following legend reflecting the restriction on the transfer of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision Membership Interests contained in this Agreement to Agreement: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _________, 2009, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE COMPANY. NO TRANSFER OF THE UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.” Certificates representing Units shall also bear any other legend required at any time under the contrarySecurities Act or other applicable law, in no event will including the Company be required to net cash settle the Rightsfollowing legend: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY THE “SECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF _________, 2009, AS THE SAME MAY BE AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled may make a notation in its records or give instructions to any fractional share upon exchange of Rights, at transfer agents or registrars for the time of an Exchange Event, Units in order to implement the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time restrictions on Transfer set forth in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsthis Agreement.

Issuance of Certificates. As soon as practicable upon In its sole discretion, the occurrence Board or the Committee may cause the Company to issue and deliver to the Participant, in the name of the Exchange EventParticipant, the Company shall direct holders a certificate representing ownership of the Rights to return their Rights Certificates to Restricted Shares. The certificate representing the Rights AgentRestricted Shares shall contain the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ISSUED PURSUANT TO A RESTRICTED STOCK AGREEMENT, DATED APRIL 30, 2008 (THE “AGREEMENT”), BY AND BETWEEN CSK AUTO CORPORATION AND THE HOLDER IN WHOSE NAME THESE SECURITIES ARE REGISTERED. THE TERMS AND CONDITIONS OF THE AGREEMENT SUBJECT THESE SECURITIES TO A SUBSTANTIAL RISK OF FORFEITURE AND TO RESTRICTIONS ON TRANSFERABILITY. If the Participant is serving as an Employee or Director of the Company is not or any Subsidiary or Parent of the surviving entity in a Business CombinationCompany on any Vesting Date, the holder Participant may surrender any such certificate representing ownership of Rights must affirmatively elect the Restricted Shares to such conversion. Upon receipt the Company for reissuance of a valid Rights Certificate, certificate representing the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full vested shares of Common Stock to that were formerly Restricted Shares, which hecertificate does not contain the foregoing legend, she or it is entitled, registered in such name or names as may and a certificate representing unvested Restricted Shares shall be directed by him, her or itissued which does not contain the foregoing legend. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Eventabove, the Company will instruct issuance of the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to hereunder may be effected by the nearest whole share (and in effect extinguishing any fractional entitlement)issuance of a stock certificate, recording shares on the stock records of the Company or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive by crediting shares in an account established on the Company until the holder is entitled to receive Participant’s behalf with a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment brokerage firm or other compensation being made to custodian, in each case as determined by the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsParticipant.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Warrant Shares purchased pursuant to such exercise shall be made forthwith without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 4 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and, upon exchange exercise of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange EventWarrants, the certificates representing the Warrant Shares shall be executed on behalf of the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated manual or facsimile signature of those officers required to sign such certificates under applicable law. This Warrant Certificate and, upon exercise of Incorporation the Company reserves Warrants, in part or in whole, certificates representing the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock Warrant Shares shall bear a legend substantially similar to the nearest whole share following: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (and in effect extinguishing any fractional entitlement)i) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT (ii) TO THE EXTENT APPLICABLE, or the holder being entitled to hold any remaining fractional entitlement RULE 144 UNDER THE ACT (without any share being issuedOR SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant RightsOR (iii) OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsSUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrant and the clearance of the Exchange Event, the Company shall direct holders funds in payment of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights CertificateWarrant Price, the Company shall issue to the registered holder of such Right(s) Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it 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 Subject to Section 7.4 and notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless a registration statement under the Act with respect to the Common Stock is effective, or in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant is not effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Rightswarrant exercise. Public Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The Company shares of common stock issuable upon exercise of Sponsors’ Warrants shall not issue fractional shares upon exchange of Rightsbe unregistered shares. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at a registration statement is not effective for the time of an Exchange Eventexercised Public Warrants, the Company purchaser of a unit containing such Public Warrant, will instruct have paid the Rights Agent how any full purchase price for the unit solely for the shares included in such entitlement will be addressedunit. To Certificates evidencing Common Stock issued upon exercise of a Sponsor’s Warrant shall contain the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any following legend, unless such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock were issued pursuant to an effective registration statement under the nearest whole share (and in effect extinguishing any fractional entitlement)Securities Act of 1933, or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole numberas amended: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsSECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of any Warrants, the issuance of certificates for Units shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax, other than income taxes, which may be payable in respect of the Exchange Eventissuance thereof, and such certificates shall be issued in the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combinationname of, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rightsissuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Units or other securities, property or rights issued upon exercise of any Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the then present President or any Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or any Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Company covenants that during the period any Warrant issued hereunder is outstanding, it will maintain the full right and authority to issue a sufficient number of Units to provide for the issuance of the Units upon the exercise of a Warrant. The Company shall not by any action, including, without limitation, amending its certificate of formation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue fractional shares upon exchange or sale of Rightssecurities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms hereunder, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of any Holder against impairment. In Without limiting the event that any holder would otherwise be entitled to any fractional share upon exchange generality of Rights, at the time of an Exchange Eventforegoing, the Company will instruct the Rights Agent how any (a) take all such entitlement will action as may be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation necessary or appropriate in order that the Company reserves may validly and legally issue fully paid and nonassessable Units upon the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down exercise of any entitlement Warrant, and (b) use all commercially reasonable efforts to receive shares of Common Stock obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in enable the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsperform its obligations hereunder.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased, shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided however, or any provision contained in this Agreement to the contrary, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, or Chief Executive Officer, or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. AyurCore, Inc. Representative's Warrant Agreement Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective Registration Statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the holder being entitled delivery by the Holder to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares and/or other securities, properties or rights underlying such Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof (other than state or federal income taxes), and such certificates shall (subject to the provisions of Common Stock to which heSections 5 and 7 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder thereof and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and/or other securities, property or rights issuable upon the exercise of Warrants shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the then present Chairman or Vice Chairman of the Board of Directors or President or any Vice President of the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted under its corporate seal reproduced thereon and by the Act and manual or facsimile signature of the Amended and Restated Certificate then present Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the Shares and/or other securities, property or rights issuable upon exercise of Warrants shall be dated the date on which would include the rounding down of any entitlement to receive shares of Common Stock to exercise is perfected as provided in Section 3 hereof (the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued"Exercise Date") and to aggregate any interest bearing securities so issued shall accrue interest from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsExercise Date.

Issuance of Certificates. As soon as practicable upon (a) Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made forthwith without charge to the Holder thereof including, without limitation, any excise or transfer tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe company, or in such other manner as is then authorized for the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend (which would include legend shall be removed by the rounding down of any entitlement Company pursuant to receive shares of Common Stock Section 6.3(b)) substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of Representative’s Unit Purchase Options, the issuance of certificates for the Representative Units, Representative Warrants and Representative Shares or other securities, properties or rights underlying such Representative’s Unit Purchase Option, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the Exchange Eventissuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall direct holders not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Rights Representative and the Company shall not be required to return their Rights Certificates issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Rights Agent. If Company the amount of such tax or shall have established to the satisfaction of the Company is not that such tax has been paid. The Representative’s Unit Purchase Options and the surviving entity certificates representing the Representative Units, Representative Warrants and Representative Shares issuable upon exercise of the Representative’s Unit Purchase Options, as well as the Common Stock issuable upon exercise of the Representative Warrants (the “Warrant Shares”) shall be executed on behalf of the Company by the manual or facsimile signature of the Chairman or Vice Chairman of the Board of Directors or any President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Representative’s Unit Purchase Options shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Representative Units, Representative Warrants, Representative Shares and Warrant Shares issuable upon exercise of the Representative’s Unit Purchase Options shall be identical in form and substance to those issued and sold to the public in connection with the Public Offering, including the terms of redemption for the Public Warrants. Notwithstanding the foregoing, if, at the time of exercise of a Business CombinationRepresentative’s Unit Purchase Option, the holder Representative Units into which the Representative’s Unit Purchase Option are exercisable have been separated and no longer trade as Public Units, then, upon exercise of Rights must affirmatively elect to such conversion. Upon receipt the Representative’s Unit Purchase Option, and in lieu of a valid Rights CertificateRepresentative’s Units, the Company shall issue to the registered holder Holder, in the manner provided in the first paragraph of this Section 4: (i) such Right(s) a certificate or certificates for the number of full shares Representative Shares as would have been included in each of Common Stock to which he, she or it is entitledthe Representative Units had Representative Units been issued upon exercise of the Representative’s Unit Purchase Option by such Holder, registered in such name or names name(s) as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted designated by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal Holder not inconsistent with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights.Section 5 hereof; and

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of full shares the Underlying Warrants, the issuance of Common Stock certificates for the Underlying Warrant Shares purchased, shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer, President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any holder would otherwise be entitled to any fractional share Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exchange exercise, in whole or in part, of Rightsthe Underlying Warrants, at certificates representing the time of an Exchange EventUnderlying Warrant Shares purchased (collectively, the Company will instruct "WARRANT SECURITIES"), shall bear a legend substantially similar to the Rights Agent how any such entitlement will following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "ACT"), and may not be addressed. To offered or sold except (i) pursuant to an effective registration statement under the fullest Act, (ii) to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right applicable, pursuant to deal with any such fractional entitlement at the relevant time in any manner permitted by Rule 144 under the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of (or any entitlement to receive shares of Common Stock similar rule under such Act relating to the nearest whole share (and in effect extinguishing any fractional entitlementdisposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company issuance of certificates for shares of Preferred Stock and/or Warrants and/or other Securities, properties or rights underlying such Warrants shall direct holders be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the Rights to return their Rights Certificates issuance thereof, and such certificates shall (subject to the Rights Agent. If provisions of Sections 5 and 7 hereof) be issued in the Company is not the surviving entity in a Business Combinationname of, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the shares of Preferred Stock and Redeemable Warrants underlying the Warrants (and/or other Securities, properties or rights issuable upon the exercise of the Warrants ) shall be addressed. To executed on behalf of the fullest extent permitted Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company’s Amended and Restated Certificate . Warrant Certificates shall be dated the date of Incorporation execution by the Company reserves upon initial issuance, division, exchange, substitution or transfer. Certificates representing the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act shares of Preferred Stock and Redeemable Warrants and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Preferred Stock to underlying each Redeemable Warrant (and/or other Securities, properties or rights issuable upon exercise of the nearest whole share Warrants) shall be dated as of the Notice Date (and in effect extinguishing any fractional entitlement), regardless of when executed or the holder being entitled to hold any remaining fractional entitlement (without any share being issueddelivered) and to aggregate dividend bearing Securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder date of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsissuance.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officeror President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the rounding down of any entitlement to receive shares of Common Stock Warrants, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable Upon the exercise of the Warrants, the issuance of certificates [for the Underlying Shares purchased and the Underlying Warrants purchased, and upon the occurrence exercise of the Exchange EventUnderlying Warrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Underlying Warrant Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of Rightssuch tax or shall have established to the satisfaction of the Company that such tax has been paid. In The Warrant Certificates and the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at certificates representing the time of an Exchange EventUnderlying Shares, the Underlying Warrants and the Underlying Warrant Shares shall be executed on behalf of the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Underlying Shares, the Underlying Warrants and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock Underlying Warrant Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon This Warrant is exercisable at the occurrence option of Holder at any time or from time to time on or after the Commencement Date and prior to or on the Expiration Date for all or a portion of the Exchange Eventshares of Warrant Shares which may be purchased hereunder but if this Warrant is to be exercised only in part, not for less than the Company shall direct holders greater of (a) twenty-five (25%) of the Rights number of Warrant Shares which may initially be purchased hereunder or (b) one thousand (1,000) Warrant Shares (in either case as adjusted for any stock dividend, split, combination, recapitalization or the like with respect to return their Rights Certificates such shares). The Company agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the Rights Agent. If the Company is not the surviving entity in a Business Combinationprovisions of Section 2, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock Warrant Shares so purchased, together with any other securities or property to which heHolder is entitled upon such exercise, she or it is entitled, registered shall be delivered to Holder by the Company's transfer agent at the Company's expense within a reasonable time after this Warrant has been exercised. Each stock certificate so delivered shall be in such name or names denominations of Warrant Shares as may be directed requested by himHolder and shall be registered in the name of Holder or such other name as shall be designated by Holder, her or it. Notwithstanding subject to the foregoing, or any provision limitations contained in Section 2. If, upon exercise of this Agreement Warrant, fewer than all of the Warrant Shares evidenced by this Warrant are purchased prior to the contrarydate of expiration of this Warrant, one or more new warrants substantially in no event will the Company be required to net cash settle form of, and on the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rightsterms in, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement this Warrant will be addressed. To issued for the fullest extent permitted by the Company’s Amended and Restated Certificate remaining number of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate Warrant Shares not purchased upon exercise of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsthis Warrant.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, properties or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement (without any share being issuedRedeemable Warrants) and to aggregate the same with any future fractional entitlement to receive shares in shall be executed on behalf of the Company until by the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with manual or without any in lieu cash payment or other compensation being made to the holder facsimile signature of the relevant Rights, such that value received on exchange then Chairman or Vice Chairman of the Rights may Board of Directors or President or Vice President of the Company. Warrant Certificates shall be considered less than dated the value that date of execution by the holder would otherwise expect to receive Rights.Company upon initial issuance, division, exchange,

Issuance of Certificates. As soon The Holder Conversion Right may be exercised by the Holder by the surrender of this Convertible Note (or of any replacement Convertible Note issued hereunder) with the conversion notice attached hereto as practicable upon Exhibit A duly executed, at the occurrence principal office of the Exchange EventIssuer or the transfer agent of the Issuer. Conversion shall be deemed to have been effected on the date that such delivery of the Convertible Note and conversion notice is actually made (the “Conversion Date”). As promptly as practicable, and in any event within three (3) Trading Days, after a Conversion Date and the Issuer’s receipt of the Convertible Note being converted (and the conversion notice, if applicable) (such third Trading Day thereafter, the Company “Share Delivery Date”), the Issuer shall direct holders (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Rights to return their Rights Certificates to Securities Act of 1933 (“Rule 144”) and provided that the Rights Agent. If the Company transfer agent is not the surviving entity participating in a Business CombinationThe Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, the holder of Rights must affirmatively elect to credit such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the aggregate number of full shares of Common Stock to which hethe Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if legends are required to be placed on certificates of Common Stock pursuant to Rule 144 or the transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, she or it is entitledissue and deliver to the address as specified in the Conversion Notice, a certificate, registered in such the name of the Holder or names as may be directed by himits designee, her or it. Notwithstanding for the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange number of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to which the nearest whole Holder shall be entitled, which certificates shall not bear any restrictive legends unless required pursuant to Rule 144 and a check or cash with respect to any fractional interest in a share (and of Common Stock as provided in Section 4.4. The Issuer shall not be obligated to credit Common Stock or issue Common Stock certificates in the name of any party other than the Holder of the Convertible Notes, absent full compliance with the provisions of Section 9 hereof. The person in whose name the certificate or certificates for Common Stock are to be issued or credited shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect extinguishing on the Conversion Date. All rights with respect to the Convertible Notes (or any fractional entitlement)portion thereof) that are converted pursuant to this Section 4, or including the rights to receive interest and notices, shall terminate upon the conversion pursuant to this Section 4.2. Upon conversion of only a portion of this Convertible Note, the Issuer shall issue and deliver to the Holder hereof, at the expense of the Issuer, a new Convertible Note covering the principal amount of this Convertible Note not converted, which new Convertible Note shall entitle the holder being entitled thereof to hold any remaining fractional entitlement (without any share being issued) and interest on the principal amount thereof to aggregate the same with any future fractional entitlement to receive shares in extent as if the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder unconverted portion of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsthis Convertible Note had not been surrendered for conversion.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants for cash or upon a Warrant Exchange, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Warrant Shares purchased or issuable on exchange shall be made within three business days without charge to the HOLDER including, without limitation, any tax which may be payable by the Company in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by, the HOLDER. The Warrant Certificate and the certificates representing the Warrant Shares shall be executed on behalf of the Company by him, her the manual or it. Notwithstanding facsimile signature of the foregoing, present or any provision contained future Chairman or Vice Chairman of the Board of directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificate and certificates representing the Warrant Shares shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in this Agreement part or in whole, of the Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the contraryfollowing: 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share AS AMENDED (and in effect extinguishing any fractional entitlementTHE "ACT"), or the holder being entitled to hold any remaining fractional entitlement AND MAY NOT BE OFFERED OR SOLD EXCEPT (without any share being issuedi) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant RightsPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights(ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventUnderwriter's Warrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Underwriter's Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended certificates representing the Shares, Underlying Warrants and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to underlying such Underlying Warrants (and/or other securities, property or rights issuable upon the nearest whole share (and in effect extinguishing any fractional entitlement), exercise of the Underwriter's Warrants or the holder being entitled to hold any remaining fractional entitlement (without any share being issuedUnderlying Warrants) and to aggregate the same with any future fractional entitlement to receive shares in shall be executed on behalf of the Company until by the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with manual or without any in lieu cash payment or other compensation being made to the holder facsimile signature of the relevant Rights, such that value received on exchange then present Chairman or Vice Chairman of the Rights may Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be considered less than dated the value that date of execution by the holder would otherwise expect to receive RightsCompany upon initial issuance, division, exchange, substitution or transfer.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of Warrants, ------------------------ the Exchange Event, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares and/or other securities, properties or rights underlying such Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof (other than state or federal income taxes), and such certificates shall (subject to the provisions of Common Stock to which heSection 7 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which -------- ------- may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder thereof and the Company shall not be required to issue fractional shares upon exchange or deliver such certificates unless or until the individual, partnership, joint venture, limited liability company, corporation, trust, unincorporated organization, government or department or agency of Rights. In a government ("Person") or Persons requesting the event that any holder would otherwise be entitled issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and/or other securities, property or rights issuable upon the exercise of Warrants shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the then present Chairman or Vice Chairman of the Board of Directors or President or any Vice President of the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted under its corporate seal reproduced thereon and by the Act and manual or facsimile signature of the Amended and Restated Certificate then present Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the Shares and/or other securities, property or rights issuable upon exercise of Warrants shall be dated the date on which would include the rounding down of any entitlement to receive shares of Common Stock to exercise is perfected by the nearest whole share Holder hereof as provided in Section 3 hereof (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued"Exercise Date") and to aggregate any interest bearing securities so issued shall accrue interest from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsExercise Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within ten business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided however, or any provision contained in this Agreement to the contrary, in no event will that the Company shall not be required to net cash settle pay any tax related to income which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer, President, or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the Warrants in part or in whole and pending effectiveness of the Amended and Restated Certificate of IncorporationRegistration Statement, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock Shares shall bear a legend substantially similar to the nearest whole share following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (and in effect extinguishing any fractional entitlementTHE "ACT"), or the holder being entitled to hold any remaining fractional entitlement AND MAY NOT BE OFFERED OR SOLD EXCEPT (without any share being issuedI) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant RightsPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights(II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the The Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or cause certificates for the number of full Warrant Securities that are shares of Common Stock purchased pursuant to which he, she a Warrant to be transmitted by the transfer agent for the Company’s Common Stock (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or it Withdrawal at Custodian system (“DWAC”) if the Company is entitled, registered then a participant in such name system and either (A) there is an effective registration statement permitting the issuance of the Warrant Securities to or names resale of the Warrant Securities by the Holder or (B) such Warrant is being exercised via cashless exercise, if permitted, and otherwise by physical delivery to the address specified by the Holder in the Exercise Form by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Exercise Form, (B) surrender of such Warrant (if required) and (C) payment of the aggregate Exercise Price as may set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Security Delivery Date”). The Company shall cause certificates for Warrant Securities that are Series B Warrants to be directed transmitted by himthe Warrant Agent to the Holder by physical delivery to the address specified by the Holder in the Exercise Form by the Warrant Security Delivery Date. The Warrant Securities shall be deemed to have been issued, her and the Holder or itany other person so designated to be named therein shall be deemed to have become a holder of record of such securities for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such securities, having been paid. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Warrant unless (a) a registration statement under the Act with respect to the Warrant Securities issuable upon exercise of such Warrants is effective and a current prospectus relating to the Warrant Securities issuable upon exercise of the Warrants is available for delivery to the Holders or (b) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any Holder in any state or jurisdiction in which such exercise or issuance would be unlawful. In the event that a registration statement under the Act with respect to the Warrant Securities underlying the Warrants is not effective or a current prospectus is not available, or because such exercise would be unlawful with respect to a Holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. For the avoidance of doubt, it is hereby acknowledged that the Series C Warrants shall not be exercisable on a cashless basis under any circumstances. In no event will the Company be required to “net cash settle settle” the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightswarrant exercise.

Issuance of Certificates. As soon as practicable On the date hereof, the Trustee shall execute on behalf of the Trust, authenticate and deliver, in fully registered form only, the Subclass A-9 Certificates upon the occurrence written order of the Exchange EventNote Issuers, in authorized denominations and in the names specified by the Note Issuers. The Trustee shall execute on behalf of the Trust, deliver and authenticate Subclass A-9 Certificates equalling the aggregate principal amount of the Corresponding Notes to be purchased by the Trustee pursuant to this Trust Supplement, and evidencing the entire ownership interest in the Trust created hereby. The Trustee shall issue on behalf of the Trust and deliver such Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the aggregate principal amount of such Corresponding Notes and, concurrently therewith, the Company Trustee shall direct holders purchase on behalf of the Rights to return their Rights Certificates Trust, pursuant to the Rights Agentterms and conditions of the related Trust Supplement, such Notes at a purchase price equal to the amount of such consideration so received. If The Subclass A-9 Certificates offered and sold in reliance on Rule 144A shall be issued initially in the Company is not form of one or more permanent global certificates (each, a "Rule 144A Global Certificate"). The aggregate principal amount of each Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the surviving entity records of The Depository Trust Company, as the Clearing Agency, in accordance with the instructions given by the Holder thereof, as hereinafter provided. The Subclass A-9 Certificates offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global certificates (each, a Business Combination"Temporary Regulation S Global Certificate"). At any time following the applicable Regulation S Global Certificate Exchange Date, upon receipt by the holder of Rights must affirmatively elect to such conversion. Upon receipt Trustee of a valid Rights certificate substantially in the form of Exhibit C hereto, one or more permanent global certificates (each, a "Permanent Regulation S Global Certificate" and, together with each Temporary Regulation S Global Certificate, the Company "Regulation S Global Certificates," such Regulation S Global Certificates and the Rule 144A Global Certificates being referred to herein as the "Global Certificates") shall issue be deposited with The Depository Trust Company, as the Clearing Agency, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Certificate in an amount equal to the registered holder principal amount of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered beneficial interest in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Temporary Regulation S Global Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightstransferred.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of directors, Chief Executive officer or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon No later than three (3) Business Days following the occurrence exercise of any Warrant and the clearance of the Exchange Event, the Company shall direct holders funds in payment of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights CertificateWarrant Price, the Company shall issue to the registered holder Registered Holder of such Right(s) Warrant a certificate or certificates for representing (or deliver electronically through the facilities of the Depository Trust Corporation) the number of full shares of Common Stock to which he, she or it 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 or surrendered in full (provided that the Registered Holder has delivered the original physical Warrant Certificate to the Warrant Agent, which delivery shall not include delivery of a notice from the Depository of the transfer or exercise of Warrants in the form of a global Book-Entry Warrant Certificate), a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding If fewer than all of the foregoingWarrants evidenced by a global Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depository, its nominee for each global Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Warrants may not be exercised by, or securities issued to, any provision contained Registered Holder in this Agreement to the contrary, any state in no event will the Company which such exercise or issuance would be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rightsunlawful. In the event that such exercise would be unlawful with respect to a Registered Holder in any holder would otherwise state, the Registered Holder shall not be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Eventexercise such Warrants and such Warrants may have no value and expire worthless. The Warrant Agent shall have no obligation under this Warrant Agreement to calculate, the Company will instruct the Rights Agent how any such entitlement will be addressedaforementioned quotient. To the fullest extent permitted by the Company’s Amended and Restated Certificate The number of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to be issued on such cashless exercise will be determined by the nearest whole share company (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made written notice thereof to the holder Warrant Agent) using the formula set forth above and the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination of the relevant Rightsnumber of shares of Common Stock to be issued on such exercise, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect pursuant to receive Rightswritten agreement, is accurate or correct.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased and certificates for the Underlying Warrants purchased, and upon the exercise of full shares the Underlying Warrants, the issuance of Common Stock certificates for the Underlying Warrant Shares purchased, shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or Chief Executive Officer , President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates and certificates representing the Underlying Warrants shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any holder would otherwise be entitled to any fractional share Warrants, certificates representing the Shares and the Underlying Warrants purchased, and upon exchange exercise, in whole or in part, of Rightsthe Underlying Warrants, at certificates representing the time of an Exchange EventUnderlying Warrant Shares purchased (collectively, the Company will instruct "Warrant Securities"), shall bear a legend substantially similar to the Rights Agent how any such entitlement will following: "The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be addressed. To offered or sold except (i) pursuant to an effective registration statement under the fullest Act, (ii) to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right applicable, pursuant to deal with any such fractional entitlement at the relevant time in any manner permitted by Rule 144 under the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of (or any entitlement to receive shares of Common Stock similar rule under such Act relating to the nearest whole share (and in effect extinguishing any fractional entitlementdisposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased and the Underlying Warrants purchased, and upon the exercise of full shares the Underlying Warrants, the issuance of Common Stock certificates for the Underlying Warrant Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Underlying Warrants shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares and Underlying Warrants shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective registration statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement (without any share being issuedRedeemable Warrants) and to aggregate the same with any future fractional entitlement to receive shares in shall be executed on behalf of the Company until by the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with manual or without any in lieu cash payment or other compensation being made to the holder facsimile signature of the relevant Rights, such that value received on exchange then Chairman or Vice Chairman of the Rights may Board of Directors or President or Vice President of the Company. Warrant Certificates shall be considered less than dated the value that date of execution by the holder would otherwise expect to receive Rights.Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (and/or other 8

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock Stock, Debentures, Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants or conversion of the Debentures the issuance of certificates for shares of Common Stock, and/or other securities, properties or rights underlying such Redeemable Warrants or Debentures shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holders thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of SECTIONS 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of Rightssuch tax or shall have established to the satisfaction of the Company that such tax has been paid. In The Warrant Certificates and the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at certificates representing the time of an Exchange EventDebentures, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act Redeemable Warrants and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to underlying the nearest whole share Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants, the Debentures or the holder being entitled to hold Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or any remaining fractional entitlement Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock, Redeemable Warrants or Debentures (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Debentures, the Redeemable Warrants or the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificateany Warrant, the Company shall issue to the registered holder of such Right(s) Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it he is entitled, registered in such name or names as may be directed by him, her or itand 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, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange be obligated to deliver any securities pursuant to the exercise of Rightsa Warrant unless a registration statement under the Securities Act of 1933 with respect to the securities is then currently effective. In the event that Warrants may not be exercised by, or securities issued to, any registered holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, state in which such exercise would include the rounding down of any entitlement to receive shares be unlawful. Shares of Common Stock to issuable upon the nearest whole share (and in effect extinguishing any fractional entitlement), or exercise of Class A Warrants will be restricted from transfer for a period of one year. The restricted period begins with the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder effective date of the relevant Rights, such that value received Registration Statement and ends on exchange the one year anniversary of the Rights may effective date of the Registration Statement. Stop transfer orders will be considered less than placed on the value that shares underlying the holder would otherwise expect to receive Rightsclass A Warrants with the transfer agent, and certificates for shares issued upon the exercise of Class A Warrants will bear a restrictive legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED PRIOR TO __________, 2003 [ONE YEAR FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT], AND THEREAFTER, MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (and in effect extinguishing any fractional entitlementTHE "ACT"), or the holder being entitled to hold any remaining fractional entitlement AND MAY NOT BE OFFERED OR SOLD EXCEPT (without any share being issuedI) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant RightsPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights(II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Issuance of Certificates. As soon Certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding ten (10) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as practicable upon may be requested by the occurrence Holder and shall be registered in the name of the Exchange EventHolder or such other name as shall be designated by the Holder, as specified in the Exercise Agreement. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combinationshall, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rightsat its expense, at the time of an Exchange Eventdelivery of such certificates, deliver to the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves Holder a new Warrant representing the right to deal purchase the number of shares with any such fractional entitlement respect to which this Warrant shall not then have been exercised. As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. Upon partial exercise of this Warrant, a new Warrant containing the same date and provisions of this Warrant shall, at the relevant time in any manner permitted request of the Holder, be issued by the Act and Company to the Amended and Restated Certificate Holder for the remaining portion of Incorporationthis Warrant which shall not have been exercised. Each certificate for Common Stock, which would include issued upon exercise of this Warrant, unless either (i) at the rounding down time of any entitlement to receive shares of exercise such Common Stock or any other securities of the Company that may at any time be issuable on the exercise hereof, are registered under the Act, or (ii) the Holder shall deliver to the nearest whole share (and in effect extinguishing any fractional entitlement)Company an opinion of counsel reasonably satisfactory to the Company that the Common Stock represented thereby, or any other securities of the holder being entitled Company that may at any time be issuable on the exercise hereof, need no longer be subject to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares restriction contained herein, shall bear a legend substantially in the Company until the holder is entitled to receive a whole numberfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. Any rounding down and extinguishment may THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM SUCH REGISTRATION. The provisions of this Section 3(b) shall be done with or without any in lieu cash payment or other compensation being made to the holder binding upon all subsequent holders of certificates for Common Stock issuable upon exercise of the relevant RightsWarrant bearing the above legend and all subsequent holders of this Warrant, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsif any.

Issuance of Certificates. As soon as practicable upon The Holder Conversion Right may be exercised by the occurrence Holder at any time permitted pursuant to Section 4.1 by the surrender of this Note (or of any replacement Note issued hereunder) with the conversion notice attached hereto duly executed, at the principal office of the Exchange EventCompany or the transfer agent of the Parent. Conversion shall be deemed to have been effected (a) in the case of the Holder Conversion Right, on the date that such delivery of the Note and conversion notice is actually made, or (b) in the case of any interest payment pursuant to Section 2.1(c) (other than an interest payment which the Company shall direct holders have elected to make in cash), on the date on which such interest payment is due (as applicable, the “Conversion Date”). As promptly as practicable, and in any event within five (5) Trading Days, after a Conversion Date and, in the case of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business CombinationHolder Conversion Right, the holder of Rights must affirmatively elect to such conversion. Upon Company’s receipt of a valid Rights Certificatethe Note being converted and the conversion notice, the Company shall issue and deliver to the registered holder of such Right(s) Holder a certificate or certificates for the number of full shares of Common Stock to which he, she the Holder is entitled (or it is entitled, registered evidence of the issuance of such shares in such name book entry form) and a check or names cash with respect to any fractional interest in a share of Common Stock as may be directed by him, her or it. Notwithstanding the foregoing, or any provision contained provided in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsSection 4.4. The Company shall not be obligated to issue fractional shares Common Stock certificates in the name of any party other than the Holder of the Notes, absent full compliance with the provisions of Section 7 hereof. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a stockholder of record on the next succeeding day on which the transfer books are open, but the Conversion Price shall be that in effect on the Conversion Date. All rights with respect to the Notes (or any portion thereof) that are converted pursuant to this Note, including the rights to receive interest and notices, shall terminate upon exchange the conversion pursuant to this Section 4.2. Upon conversion of Rights. In only a portion of the event that any holder would otherwise be entitled principal amount of this Note in accordance with the terms hereof, the Company shall issue and deliver to any fractional share upon exchange of Rightsthe Holder hereof, at the time expense of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate , a new Note covering the principal amount of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporationthis Note not converted, which would include new Note shall entitle the rounding down of any entitlement holder thereof to receive shares of Common Stock interest on the principal amount thereof to the nearest whole share (and in effect extinguishing any fractional entitlement), or same extent as if the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder unconverted portion of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsthis Note had not been surrendered for conversion.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided however, or any provision contained in this Agreement to the contrary, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, or Chief Executive Officer, or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective Registration Statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the holder being entitled delivery by the Holder to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon Representing Class A Common Shares Upon surrender to the Depository for cancellation of a certificate which immediately prior to the Effective Time represented (a) one or more Alamos Shares that were ultimately converted under the Plan of Arrangement into one or more Class A Shares and/or (b) one or more AuRico Shares that were ultimately converted one or more Class A Shares under the Arrangement, together with such other documents and instruments as practicable upon would have been required to effect the occurrence transfer of the Exchange Eventshares formerly represented by such certificate under the OBCA and the by-laws of AuRico or Alamos, as applicable, and such additional documents and instruments as the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business CombinationDepository may reasonably require, the holder of Rights must affirmatively elect such surrendered certificate shall be entitled to receive in exchange therefor, and the Depository shall deliver to such conversion. Upon receipt of a valid Rights Certificateholder, the Company shall issue to the registered holder of such Right(s(i) a certificate representing that number (rounded down to the nearest whole number) of Class A Shares into which such holder’s AuRico Shares or certificates for Alamos Shares, as the case may be, were ultimately converted (together with any dividends or distributions with respect thereto pursuant to Section 4.2), (ii) a certificate representing that number (rounded down to the nearest whole number) of full shares of Common Stock New AuRico Shares to which hesuch holder is entitled under the Arrangement and this Plan of Arrangement, she and (iii) in the case of a holder of Alamos Shares, a cheque (or it is entitledother form of immediately available funds) representing the cash which such holder has the right to receive under the Arrangement and this Plan of Arrangement from Amalco for such Alamos Shares, registered in such name or names as may less any amounts withheld pursuant to Section 4.6, and the certificate so surrendered shall forthwith be directed by him, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rightscancelled. In the event of a transfer of ownership of AuRico Shares or Alamos Shares that any holder would otherwise is not registered in the transfer records of AuRico or Alamos, as applicable, a certificate representing the proper number of Class A Shares and New AuRico Shares may be entitled issued to any fractional share upon exchange the transferee if the certificate representing such AuRico Shares or Alamos Shares, as applicable, is presented to the Depository, accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to the Effective Time represented AuRico Shares or Alamos Shares that were converted pursuant to this Plan of Rights, Arrangement shall be deemed at all times after the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves Effective Time to represent only the right to deal receive upon such surrender (i) the certificate representing Class A Shares and New AuRico Shares as contemplated by this Section 4.1, (ii) with respect to any such fractional entitlement at certificate representing one or more Alamos Shares, the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment contemplated by this Section 4.1, and (iii) any dividends or other compensation being made distributions with a record date after the Effective Time theretofore paid or payable with respect to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAmalco Shares as contemplated by Section 4.2.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange Event------------------------ Warrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be -------- issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventOptions, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made promptly without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 4 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Option Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Option Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of RightsOptions, at certificates representing the time of an Exchange EventShares purchased (collectively, the Company will instruct "Option Securities"), shall bear a legend substantially similar to the Rights Agent how any such entitlement will following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be addressed. To offered or sold except (i) pursuant to an effective registration statement under the fullest Act, (ii) to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right applicable, pursuant to deal with any such fractional entitlement at the relevant time in any manner permitted by Rule 144 under the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of (or any entitlement to receive shares of Common Stock similar rule under such Act relating to the nearest whole share (and in effect extinguishing any fractional entitlementdisposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any transfer tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himthe Holder thereof; provided, her or it. Notwithstanding the foregoinghowever, or any provision contained in this Agreement to the contrary, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves under its corporate seal reproduced thereon, attested to by the right manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares (the "Warrant Securities"), shall bear a legend substantially similar to deal with the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), nor any such fractional entitlement at the relevant time in any manner permitted by state securities laws and may not be offered or sold except (i) pursuant to an effective registration statement under the Act and the Amended and Restated Certificate of Incorporationapplicable state securities laws, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or the holder being entitled (iii) counsel, reasonable satisfactory to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct or applicable state securities laws is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any transfer tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chief Executive Officer or President of the Company reserves the right under its corporate seal (if any) reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares purchased (the "Warrant Securities") shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective registration statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrants and the clearance of the Exchange Event, the Company shall direct holders funds in payment of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights CertificateWarrant Price, the Company shall issue to the registered holder of such Right(s) Warrants a certificate or certificates for representing the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrants shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrants shall not have been exercised or surrendered. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of Warrants unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders, or (b) the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the state or other jurisdiction in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required obligated to net pay such registered holder any cash settle the Rightsconsideration upon exercise (except pursuant to Section 2(e)). The Company Company’s counsel shall not issue fractional shares upon exchange of Rights. In the event that deliver any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted legal opinions required by the Company’s Amended and Restated Certificate Warrant Agent in connection with the exercise of Incorporation the Company reserves the right to deal with any such fractional entitlement Warrants at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock no cost to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsWarrantholder.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and/or Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants or the Redeemable Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Redeemable Warrants or other securities, properties or rights underlying such Warrants, and upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock or other securities, properties or rights underlying such Redeemable Warrants shall be made forthwith (and in any event such issuance shall be made within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the RightsHolder thereof. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share (Redeemable Warrants underlying the Warrants and in effect extinguishing any fractional entitlement)the shares of Common Stock underlying each Redeemable Warrant or other securities, property or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in rights shall be executed on behalf of the Company until by the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with manual or without any in lieu cash payment or other compensation being made to the holder facsimile signature of the relevant Rights, such that value received on exchange then present Chairman or Vice Chairman of the Rights may Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of the Company. Warrant Certificates shall be considered less than dated the value that date of execution by the holder would otherwise expect to receive RightsCompany upon initial issuance, division, exchange, substitution or transfer.

Issuance of Certificates. As soon as practicable upon the occurrence Units shall be evidenced and represented by a Certificate of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity Membership in a Business Combination, form approved by the holder Board of Rights must affirmatively elect to such conversionManagers. Upon receipt Any certificate evidencing Units will bear the following legend reflecting the restriction on the transfer of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the foregoing, or any provision Membership Interests contained in this Agreement to Agreement: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING RESTRICTIONS ON TRANSFER, CONTAINED IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF JANUARY 15, 2010, AS THE SAME MAY BE AMENDED, A COPY OF WHICH IS ON FILE AT THE EXECUTIVE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH UNIT OR UNITS UPON WRITTEN REQUEST TO THE COMPANY. NO TRANSFER OF THE UNIT OR UNITS EVIDENCED BY THIS CERTIFICATE WILL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE BEEN COMPLIED WITH IN FULL AND NO PERSON MAY REQUEST THE COMPANY TO RECORD THE TRANSFER OF ANY UNITS IF SUCH TRANSFER IS IN VIOLATION OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT.” Certificates representing Units shall also bear any other legend required at any time under the contrarySecurities Act or other applicable law, in no event will including the Company be required to net cash settle the Rightsfollowing legend: “THE [COMMON UNITS, SERIES A PREFERRED UNITS OR SERIES B PREFERRED UNITS] EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED NOR UNDER THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY THE “SECURITIES ACT”). OTHER THAN WITH RESPECT TO TRANSFERS SPECIFICALLY EXEMPTED FROM AN OPINION OF COUNSEL PURSUANT TO SECTION 8.7 OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF JANUARY 15 2010, AS THE SAME MAY BE AMENDED, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR OTHERWISE HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT, OR DELIVERY OF AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF SUCH SECURITIES THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF SUCH SECURITIES. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled may make a notation in its records or give instructions to any fractional share upon exchange of Rights, at transfer agents or registrars for the time of an Exchange Event, Units in order to implement the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time restrictions on Transfer set forth in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsthis Agreement.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive officer or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall be issued in the name of, or, if the requirements of Common Stock to which heSection ------- 7 hereof have been satisfied, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder - thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any -------- ------- tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless and until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors or President or a Vice President of the Company’s Amended and Restated Certificate , attested to by the manual or facsimile signature of Incorporation the present or any future Treasurer or an Assistant Treasurer or Secretary or an Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company reserves upon initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the right Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to deal with any such fractional entitlement at the relevant time in any manner permitted following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or applicable state securities laws, and may not be offered or sold except (i) pursuant to an effective registration statement under the Act and the Amended and Restated Certificate of Incorporationor such laws, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under the Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of Company, stating that an exemption from registration under the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants in accordance with the terms hereof, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of Rights. In the event that any Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold except (i) pursuant to an effective registration statement under the Act, or (ii) upon the delivery by the holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time Company of an Exchange Eventopinion of counsel, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right reasonably satisfactory to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock counsel to the nearest whole share (and in effect extinguishing any fractional entitlement)issuer, or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder stating that an exemption from registration under such Act is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsavailable."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventUnderwriter's Unit Option Warrant, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter's Unit Option Warrant, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heSections 5 and 7 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter's Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter's Unit Option Warrant shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate then present Secretary or Assistant Secretary of Incorporation, which would include the rounding down Company. The Underwriter's Unit Option Warrants shall be dated the date of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in execution by the Company until upon initial issuance, division, exchange, substitution or transfer. The certificates representing the holder is entitled to receive a whole number. Any rounding down Unit Warrants and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder Unit Shares issuable upon exercise of the relevant Rights, such that value received on exchange of Underwriter's Unit Option Warrants shall be identical in form to those issued in connection with the Rights may be considered less than the value that the holder would otherwise expect to receive RightsPublic Offering.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Redeemable Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Redeemable Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Redeemable Warrants, shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Redeemable Warrants underlying the Warrants and the shares of Common Stock underlying the Redeemable Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Redeemable Warrants, and the shares of Common Stock underlying each Redeemable Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend-bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any transfer tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himthe Holder thereof; provided, her or it. Notwithstanding the foregoinghowever, or any provision contained in this Agreement to the contrary, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves under its corporate seal reproduced thereon, attested to by the right manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Shares (the "Warrant Securities"), shall bear a legend substantially similar to deal with the following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), nor any such fractional entitlement at the relevant time in any manner permitted by state securities laws and may not be offered or sold except (i) pursuant to an effective registration statement under the Act and the Amended and Restated Certificate of Incorporationapplicable state securities laws, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or the holder being entitled (iii) counsel, reasonable satisfactory to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct or applicable state securities laws is available." EXHIBIT 4.5 (CONTINUED)

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares of Common Stock to which hethe issuance thereof, she and such certificates shall be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided however, or any provision contained in this Agreement to the contrary, in no event will that the Company shall not be required to net cash settle pay any tax other than that related to income which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer, President, or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. The Warrant Certificates and, upon exercise of the rounding down of any entitlement to receive shares of Common Stock Warrants, in part or in whole, certificates representing the Shares shall bear a legend substantially similar to the nearest whole share following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (and in effect extinguishing any fractional entitlementTHE "ACT"), or the holder being entitled to hold any remaining fractional entitlement AND MAY NOT BE OFFERED OR SOLD EXCEPT (without any share being issuedI) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant RightsPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rights(II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 4 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and manual or facsimile signature of the Amended and Restated Certificate present or any future Secretary or Assistant Secretary of Incorporationthe Company. The Warrants represented hereby shall not be issued in certificated form. Upon exercise of the Warrants, which would include in part or in whole, certificates representing the rounding down of any entitlement to receive shares of Common Stock Shares, shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventUnderwriter’s Unit Option Warrant, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Unit Warrants and Unit Shares or other securities, properties or rights underlying such Underwriter’s Unit Option Warrant, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heSections 5 and 7 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Underwriter and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Underwriter’s Unit Option Warrants and the certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Underwriter’s Unit Option Warrant shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. The Underwriter’s Unit Option Warrants shall be dated the date of the execution by the Company upon initial issuance, division, exchange, substitution or transfer. The certificates representing the Unit Warrants and Unit Shares issuable upon exercise of the Amended Underwriter’s Unit Option Warrants shall be identical in form and Restated Certificate of Incorporation, which would include the rounding down of any entitlement substance to receive shares of Common Stock those issued and sold to the nearest whole share (and public in effect extinguishing any fractional entitlement)connection with the Public Offering, or including the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate terms of redemption for the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsClass A Warrants.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased and certificates for the Unit Warrants purchased, and upon exercise of full shares the Unit Warrants, the issuance of Common Stock certificates for the Unit Warrant Shares purchased shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Article 5 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Shares and the Unit Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any holder would otherwise be entitled to any fractional share Warrants, certificates representing the Shares and the Unit Warrants purchased, and upon exchange exercise, in whole or in part, of Rightsthe Unit Warrants, at certificates representing the time of an Exchange EventUnit Warrant Shares purchased (collectively, the Company will instruct "Warrant Securities"), shall bear a legend substantially similar to the Rights Agent how any such entitlement will following: "The securities represented by this certificate have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the "Act"), and may not be addressed. To offered or sold except (i) pursuant to an effective registration statement under the fullest Act, (ii) to the extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right applicable, pursuant to deal with any such fractional entitlement at the relevant time in any manner permitted by Rule 144 under the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of (or any entitlement to receive shares of Common Stock similar rule under such Act relating to the nearest whole share (and in effect extinguishing any fractional entitlementdisposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants and payment of the full exercise price therefor, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates of shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof and such certificates shall (subject to the provisions of Sections 5 and 7 thereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled persons or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended certificates representing the Shares and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive Underlying Warrants and the shares of Common Stock to underlying the nearest whole share Underlying Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled Redeemable Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to hold any remaining fractional entitlement by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing Shares and Underlying Warrants, and the shares of Common Stock underlying each Underlying Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Warrant Shares purchased shall be made forthwith (and in any event within five business days thereafter) without charge to the Holder thereof including, without limitations any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificate and the certificates representing the Warrant Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman or Vice Chairman of the Board of Directors of President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Warrant Certificate and certificates representing the Amended and Restated Certificate Warrant Shares shall be dated the date of Incorporationexecution by the Company upon initial issuance, which would include division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the rounding down of any entitlement to receive shares of Common Stock Warrants, certificates representing the Warrant Shares shall bear a legend substantially similar to the nearest whole share following: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and in effect extinguishing may not be offered or sold except (i) pursuant to an effective registration statement under the Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant Rightsissuer, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares purchased shall be made no later than three (3) business days thereafter without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any transfer tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The certificates representing the Shares shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer or President of the Company under its corporate seal (if any) reproduced thereon, attested to by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon exchange initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of Rights. In the event that any Warrants, certificates representing the Shares purchased (the “Warrant Securities”), shall bear a legend substantially similar to the following: “The securities represented by this certificate and the other securities issuable upon exercise thereof have not been registered for purposes of public distribution under the Securities Act of 1933, as amended (the “Act”), and may not be offered or sold except (i) pursuant to an effective registration statement under the Act or (ii) upon the delivery by the holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time Company of an Exchange Eventopinion of counsel, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by reasonably satisfactory to counsel to the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any , stating that an exemption from registration under such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightsavailable.”

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrant and the clearance of the Exchange Eventfunds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding (i) the instructions of each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, (ii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably require. Promptly thereafter the Company shall direct holders of the Rights instruct its transfer agent to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder Registered Holder of such Right(s) Warrant a certificate or certificates for representing the number of full shares of Common Stock Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Warrant unless (a) a registration statement under the Act with respect to the Common Shares issuable upon exercise of such Warrants is effective and a current prospectus relating to the Common Shares issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the Warrant or (b) in the absence of a registration statement under the Act with respect to the offer and sale of the Common Shares and a current prospectus relating to the Common Shares, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from ​ ​ qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides; provided that in the case of a Registration Failure Cashless Exercise, no registration statement under the Act with respect to the Common Shares and no current prospectus relating to the Common Shares, and no opinion of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event such an exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle settle” the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsWarrant.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Warrant Shares purchased shall be made forthwith (and in any event within three business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of full shares the issuance thereof, and such certificates shall (subject to the provisions of Common Stock to which heArticle 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Warrant Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the present or any future Chairman of the Board of Directors or President or Vice President of the Company reserves the right under its corporate seal reproduced thereon, attested to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Upon exercise, in part or in whole, of the Warrants, certificates representing the Warrant Shares purchased shall bear a legend substantially similar to the following: "The securities represented by this certificate and the Amended other securities issuable upon conversion thereof have not been registered under the Securities Act of 1933, as amended (the "Act"), and Restated Certificate of Incorporationmay not be offered or sold except (i) pursuant to an effective registration statement under the Act, which would include the rounding down of any entitlement to receive shares of Common Stock (ii) to the nearest whole share extent applicable, pursuant to Rule 144 under the Act (and in effect extinguishing or any fractional entitlementsimilar rule under such Act relating to the disposition of securities), or (iii) upon the delivery by the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled of an opinion of counsel, reasonably satisfactory to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made counsel to the holder of the relevant RightsCompany, stating that an exemption from registration under such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsAct is available."

Issuance of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Warrant Certificate at or prior to the Close of Business on the Expiration Date, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased and an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the holder of a Book-Entry Warrant Certificate, the Company delivery of the executed Exercise Notice and the payment of the Exercise Price and any other applicable amounts as set forth herein), the Warrant Agent shall issue use reasonable efforts to cause the registered holder Warrant Shares to be delivered within three (3) Business Days of the delivery of the executed Exercise Notice (such Right(sdate, the “Warrant Share Delivery Date”) a certificate or certificates for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed designated by himsuch holder, her provided that the Warrant Agent shall not be liable to the Company or itthe Holder for any damages arising out of the failure to deliver the Warrant Shares by any specified date. If the Holder has not received delivery of a certificate or certificates representing the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system (as below defined)) by the Warrant Share Delivery Date, the Holder will have the right to rescind the exercise of the Warrant at any time after the Warrant Share Delivery Date and prior to delivery of the Warrant Shares (or a credit to the account of the Holder's prime broker through the DWAC system). Notwithstanding the foregoing, if the Company is then a participant in the Deposit Withdrawal Agent Commission ("DWAC") system of the Depository and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or any provision contained in this Agreement resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise, the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the contrary, in no event will Holder by crediting the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder account of the relevant Rights, such that value received on exchange of Holder's prime broker with the Rights may be considered less than the value that the holder would otherwise expect to receive RightsDepository through its DWAC system.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and/or shares of Convertible Preferred Stock and/or other securities, properties or rights underlying such Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share shares of Convertible Preferred Stock underlying the Warrants (and/or other securities, property or rights issuable upon the exercise of the Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and in effect extinguishing any fractional entitlement)shares of Convertible Preferred Stock (and/or other securities, property or rights issuable upon exercise of the holder being entitled to hold any remaining fractional entitlement Warrants) shall be dated as of the Notice Date (without any share being issuedregardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrants and the clearance of the Exchange Event, the Company shall direct holders funds in payment of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights CertificateWarrant Price, the Company shall issue to the registered holder of such Right(s) Warrants a certificate or certificates for representing the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and, if such Warrants shall not have been exercised or surrendered in full, a new countersigned Warrant Certificate for the number of shares as to which such Warrants shall not have been exercised or surrendered. Notwithstanding the foregoing, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of Warrants unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”) with respect to the Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Warrant holders, or (b) the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the state or other jurisdiction in which the registered holder resides. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. In the event a registration statement under the Act with respect to the Common Stock underlying the Warrants is not effective or a prospectus is not available, or because such exercise would be unlawful with respect to a registered holder in any state, the registered holder shall not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required obligated to net pay such registered holder any cash settle the Rightsconsideration upon exercise (except pursuant to Section 2(d)). The Company Company’s counsel shall not issue fractional shares upon exchange of Rights. In the event that deliver any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted legal opinions required by the Company’s Amended and Restated Certificate Warrant Agent in connection with the exercise of Incorporation the Company reserves the right to deal with any such fractional entitlement Warrants at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock no cost to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsWarrantholder.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of Warrants, ------------------------ the Exchange Event, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number Shares and/or other securities, properties or rights underlying such Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax or other governmental charge imposed in respect of full shares the issuance thereof (other than state or federal income taxes), and such certificates shall (subject to the provisions of Common Stock to which heSection 5 hereof) be issued in the name of, she or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax or other governmental charge that may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder thereof and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will tax or other governmental charge or shall have established to the satisfaction of the Company that such tax or charge has been paid or that no tax or other governmental charge is payable. The Warrant Certificates and the certificates representing the Shares shall be addressed. To executed on behalf of the fullest extent permitted Company by the Company’s Amended and Restated Certificate manual or facsimile signature of Incorporation the then-serving Chairman or Vice Chairman of the Board of Directors or President or any Vice President of the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted under its corporate seal reproduced thereon and by the Act and manual or facsimile signature of the Amended and Restated Certificate then-serving Treasurer or any Assistant Treasurer or Secretary or any Assistant Secretary of Incorporationthe Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the Shares issuable upon exercise of Warrants shall be dated the date on which would include the rounding down of any entitlement to receive shares of Common Stock to exercise is perfected by the nearest whole share Holder as provided in Section 3 hereof (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued"Exercise Date") and to aggregate any interest-bearing securities so issued shall accrue interest from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsExercise Date.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Underlying Warrants underlying the Warrants and the shares of Common Stock underlying the Underlying Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement (without any share being issuedUnderlying Warrants) and to aggregate the same with any future fractional entitlement to receive shares in shall be executed on behalf of the Company until by the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with manual or without any in lieu cash payment or other compensation being made to the holder facsimile signature of the relevant Rights, such that value received on exchange then Chairman or Vice Chairman of the Rights may Board of Directors or President or Vice President of the Company. Warrant Certificates shall be considered less than dated the value that date of execution by the holder would otherwise expect to receive Rights.Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Underlying Warrants, and the shares of Common Stock underlying each Underlying Warrant (and/or other securities, property or rights

Issuance of Certificates. As soon as practicable upon after the occurrence exercise of any Warrant and the clearance of the Exchange Event, the Company shall direct holders funds in payment of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights CertificateWarrant Price, the Company shall issue to the registered holder of such Right(s) Warrant a certificate or certificates for the number of full shares of Common Stock to which he, she or it 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, or the Company shall not be obligated to deliver any provision contained in this Agreement securities pursuant to the contraryexercise of a Warrant and shall have no obligation to settle the Warrant exercise unless (i) a registration statement under the Act with respect to the Common Stock is effective, subject to the Company satisfying its obligations under Section 7.5 to use its best efforts, or (ii) in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside. In the event that a registration statement with respect to the Common Stock underlying a Public Warrant or Underwriter’s Warrant is not effective under the Act, the holder of such Public Warrant or Underwriter’s Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle the Rightswarrant exercise. Public Warrants and Underwriter’s Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful. The Company Warrant Agent shall not issue fractional shares upon exchange have no duty or liability with regard to the enforcement of Rights. In the event that preceding sentence, nor shall it be deemed to knowledge of the laws of any holder would otherwise be entitled jurisdiction with regard to any fractional share upon exchange of Rightssuch exercise, at the time of an Exchange Event, unless and until it has been advised thereof in writing by the Company will instruct the Rights Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right instructed as to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive Rightswhat action it should take.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants, shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended certificates representing the Shares, Underlying Warrants and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to underlying such Underlying Warrants (and/or other securities, property or rights issuable upon the nearest whole share (and in effect extinguishing any fractional entitlement), exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement (without any share being issuedUnderlying Warrants) and to aggregate the same with any future fractional entitlement to receive shares in shall be executed on behalf of the Company until by the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with manual or without any in lieu cash payment or other compensation being made to the holder facsimile signature of the relevant Rights, such that value received on exchange then present Chairman or Vice Chairman of the Rights may Board of Directors or President or Vice President of the Company under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be considered less than dated the value that date of execution by the holder would otherwise expect to receive RightsCompany upon initial issuance, division, exchange, substitution or transfer. 5.

Issuance of Certificates. As soon as practicable upon Upon the occurrence exercise of the Exchange EventWarrants, the Company shall direct holders issuance of the Rights to return their Rights Certificates to the Rights Agent. If the Company is not the surviving entity in a Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full shares of Common Stock and Underlying Warrants and/or other securities, properties or rights underlying such Warrants and, upon the exercise of the Underlying Warrants, the issuance of certificates for shares of Common Stock and/or other securities, properties or rights underlying such Underlying Warrants shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which hemay be payable in respect of the issuance thereof, she and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or it is entitled, registered in such name or names as may be directed by himby, her or it. Notwithstanding the foregoingHolder thereof; provided, or any provision contained in this Agreement to the contraryhowever, in no event will that the Company shall not be required to net cash settle pay any tax which may be payable in respect of any transfer involved in the Rights. The issuance and delivery of any such certificates in a name other than that of the Holder, and the Company shall not be required to issue fractional shares upon exchange of Rights. In or deliver such certificates unless or until the event that any holder would otherwise be entitled person or persons requesting the issuance thereof shall have paid to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Rights Agent how any amount of such entitlement will be addressed. To tax or shall have established to the fullest extent permitted by the Company’s Amended and Restated Certificate satisfaction of Incorporation the Company reserves the right to deal with any that such fractional entitlement at the relevant time in any manner permitted by the Act tax has been paid. The Warrant Certificates and the Amended and Restated Certificate of Incorporation, which would include certificates representing the rounding down of any entitlement to receive shares of Common Stock to and the nearest whole share Underlying Warrants underlying the Warrants and the shares of Common Stock underlying the Underlying Warrants (and in effect extinguishing any fractional entitlement)and/or other securities, property or rights issuable upon the exercise of the Warrants or the holder being entitled to hold any remaining fractional entitlement Underlying Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. Certificates representing the shares of Common Stock and Underlying Warrants, and the shares of Common Stock underlying each Underlying Warrant (without any share being issuedand/or other securities, property or rights issuable upon exercise of the Warrants) shall be dated as of the Notice Date (regardless of when executed or delivered) and to aggregate dividend bearing securities so issued shall accrue dividends from the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive RightsNotice Date.