Common use of Issuance of Shares of Common Stock Clause in Contracts

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) 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 issue to such registered holder(s) a certificate or book-entry position for the such shares. 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 Right 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.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.03 above, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Fundamental Change Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) 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 issue to such registered holder(s) a certificate or book-entry position for the such shares. 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 Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation 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 Incorporationaccordance with Delaware law, 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.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 above, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.08 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 or 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she following book-entry transfer of a Unit or it surrender of a Certificate, as the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is entitledexercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing, that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with Applicable Procedures and standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If 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 Right 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 issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer shall have paid to the nearest whole share Company the amount of any transfer and other taxes (and including any applicable stamp taxes) required by reason of such registration in effect extinguishing any fractional entitlement)a name other than that of, or transfer to a Person other than, the holder being entitled registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established 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 satisfaction of the Company until the holder that such tax either has been paid or 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 receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly‑issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly-issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date, upon the occurrence of an Exchange Event, the Company shall direct holders Company’s receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02 or 5.03, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders or their designees (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she following book-entry transfer of a Unit or it surrender of a Certificate, as the case may be, to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or the date on which the Fundamental Change Early Settlement Right is entitledexercised, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of the relevant Unit shall on the applicable Settlement Date (or, if later, the date of such book-entry transfer of the Unit or such surrender of the Certificate) be entitled to receive forthwith in exchange therefor book-entry transfer of beneficial interests in, or a certificate representing, that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and, in the case of a settlement on the Purchase Contract Settlement Date, any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the number of Units represented by the Global Certificate shall be appropriately reduced in accordance with standing arrangements between the Depository and the Purchase Contract Agent, or the Certificate so surrendered shall forthwith be cancelled, as the case may be. Such shares shall be registered in such the name or names as may be directed by himof, her or it and issue to such registered holder(s) a certificate or book-entry position for interests therein shall be transferred to, the such shares. Notwithstanding Holder or the foregoing, or any provision contained Holder’s designee as specified in this Agreement the settlement instructions provided by the Holder to the contrary, in no event will the Company be required to net cash settle the RightsPurchase Contract Agent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If 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 Right 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 issued in respect of a Purchase Contract are to be registered in the name of, or beneficial interests therein are transferred to, a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered or the beneficial owner thereof, no such registration or transfer shall be made unless and until the Person requesting such registration or transfer shall have paid to the nearest whole share Company the amount of any transfer and other taxes (and including any applicable stamp taxes) required by reason of such registration in effect extinguishing any fractional entitlement)a name other than that of, or transfer to a Person other than, the holder being entitled registered Holder of the Certificate evidencing such Purchase Contract or beneficial owner thereof or has established 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 satisfaction of the Company until the holder that such tax either has been paid or 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 receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or Cash Merger Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of Unless a Termination Event or an Exchange EventEarly Settlement shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon (or, if such Certificate is not surrendered to the Purchase Contract Agent or if no such instructions are given to the Purchase Contract Agent by the Holder, the Purchase Contract Agent shall hold such Certificate representing shares of Common Stock, cash in lieu cash payment of fractional shares and dividends or other compensation being made to distributions, as applicable, in the holder name of the Purchase Contract Agent or its nominee in trust for the benefit of such Holder until the expiration of the time period specified in the abandoned property laws of the relevant RightsState), such that value received on exchange and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Rights may Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered to a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b)(ii), on the Company shall direct holders Purchase Contract Settlement Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Cash Merger Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, on the Company shall direct holders Purchase Contract Settlement Date, upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.02, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders to which hethe Holders are entitled hereunder; provided, she that, in case such Common Stock is to be delivered through the facilities of DTC or it is entitledanother Depositary, registered the Company shall cause its stock transfer agent to deliver beneficial interests in such name or names as may be directed by him, her or it and issue Common Stock on behalf of the Purchase Contract Agent through such facilities to such registered holder(s) a certificate or book-entry position for the such sharesHolders entitled thereto. Notwithstanding Subject to the foregoing, or any provision contained upon presentation and surrender of a Certificate, if in this Agreement certificated form, to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will Early Settlement Date or Fundamental Change Early Settlement Date, as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such 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 pursuant to the holder provisions of this Article 5 (after taking into account all Units then held by such Holder), and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the relevant Rights, such that value received Holder or the Holder’s designee as specified in the settlement instructions set forth on exchange the reverse of the Rights may Certificate provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be considered less registered in the name of a Person other than the value Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the holder would otherwise expect registered Holder of the Certificate evidencing such Purchase Contract or has established to receivethe satisfaction of the Company that such tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.4(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Unless a Termination Event, an Early Settlement or a Cash Merger Early Settlement shall have occurred, subject to Section 5.04(b)(ii), on the Company shall direct holders applicable Stock Purchase Date upon receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Common Equity Units, the Company shall issue to and deposit with the registered holder Stock Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Common Equity Units, by book entry transfer or in the form of one or more certificates representing newly issued or treasury shares of Common Stock registered in the name of the Stock Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Stock Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryStock Purchase Contract Agent on or after the Initial Stock Purchase Date, in no event will the Company be required to net cash settle Subsequent Stock Purchase Date, the Rights. The Company Early Settlement Date or the Cash Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor, by book entry transfer or in the form of Rightsa certificate, at the time that whole number of an Exchange Event, the Company will instruct the Right 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 newly issued or treasury 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Common Equity Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Stock Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Stock Purchase Contract Agent. If any shares of Common Stock issued in respect of a Stock Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing a Common Equity Unit of which such Stock Purchase Contract forms a part is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Stock Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon Unless a Termination Event shall have occurred on or prior to the occurrence of Stock Purchase Date or an Exchange Event, the Company Early Settlement or a Merger Early Settlement shall direct holders have occurred with respect to all of the Rights to return their Rights Certificates outstanding Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.4, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Forward Purchase Contract Settlement Fund”) to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. 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 interest representing that 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 Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Units and extinguishment may be done Stripped Equity Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Forward Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a valid Rights Certificatesecured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder's designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If 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 Right 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 issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established 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 satisfaction of the Company until the holder that such tax either has been paid or 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 receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates applicable Purchase Price for shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon Unless a Termination Event shall have occurred on or prior to the occurrence of Stock Purchase Date or an Exchange Event, the Company Early Settlement or a Merger Early Settlement shall direct holders have occurred with respect to all of the Rights to return their Rights Certificates outstanding Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt provisions of a valid Rights Certificatethis Article and subject to Section 5.4, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Forward Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. 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 interest representing that 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 Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Units and extinguishment may be done Stripped Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Forward Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Forward Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Forward Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates applicable Purchase Price for shares of Common Stock purchased by Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of Unless a Termination Event or an Exchange EventEarly Settlement shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Merger Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable. SECTION 5.6.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder Registered Holder of such Right(s) 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 issue to such registered holder(sRegistered Holder(s) a certificate or book-entry position for the such shares. 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 Right 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.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date, on the Purchase Contract Settlement Date, upon its receipt of payment in full of the occurrence Purchase Price for the shares of an Exchange EventCommon Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in payment of Deferred Contract Adjustment Payments, if any, owed by the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateHolders and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the new shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract and in payment of any Deferred Contract Adjustment Payments are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange EventUnless a Termination Event shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being referred to as the "Purchase Contract Settlement Fund") to which he, she or it is the Holders are entitled, registered in such name or names as may be directed by him, her or it and issue . Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange for a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest, and the Certificate so surrendered shall be cancelled immediately. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon promptly as practicable on or after the Stock Purchase Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Stock Purchase Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 509 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or Early Settlement or Merger Early Settlement shall have been effected with respect to all of the outstanding Equity Security Units and Stripped Units, on the Stock Purchase Date, upon its receipt of payment for the shares of Common Stock purchased by the Holders pursuant to the provisions of this Article and subject to Section 5.4, including payment in the case of Equity Security Units upon the occurrence of an Exchange Event, the Company shall direct holders Last Failed Remarketing by the resale or retention and cancellation of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificatesuch Pledged Notes, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates or book-entry interests representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates or book-entry interests for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which hethe Holders are entitled hereunder. Subject to the foregoing, she upon surrender of a Certificate to the Agent on or it is entitledafter the Stock Purchase Date, registered together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in such name or names as may be directed by him, her or it and issue to such registered holder(s) exchange therefor a certificate or book-entry position for the such shares. 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 interest representing that 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 Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Equity Security Units and extinguishment may be done Stripped Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon an additional inducement to the Holder purchasing this Note, and in connection with the Company selling and issuing this Note, the Company shall, as practicable of the Original Issue Date and for no additional consideration, issue to the Holder an aggregate of eight hundred thousand (800,000) shares of Common Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the occurrence of an Exchange Eventcertificate required to be delivered under this Section 8(a), the Company shall direct holders of the Rights cause its transfer agent to return their Rights Certificates record such shares in electronic book entry format on its books and records and provide a statement to the Rights AgentHolder documenting such notation. Upon receipt of Notwithstanding the above, if a valid Rights Certificatecertificate is delivered in respect thereof, until the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock represented thereby are eligible to which hebe sold under Rule 144 without the need for current public information such certificate shall bear a restrictive legend in the following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, she or it is entitledAS AMENDED, registered in such name or names as may be directed by himOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, her or it and issue to such registered holder(sSOLD, TRANSFERRED OR ASSIGNED (I) a certificate or book-entry position for the such sharesIN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the foregoing, or any provision contained in this Agreement commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the contraryCompany, 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, request and at the time expense of an Exchange Event, the Company will instruct the Right 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 , shall obtain a legal opinion to deal with any allow for 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 receivesales under Rule 144.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange EventUnless a Termination Event shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is the Holders are entitled, registered in such name or names as may be directed by him, her or it and issue . Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange for a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest, and the Certificate so surrendered shall be cancelled immediately. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of this Article and subject to Section 5.6(b) or the Company’s exercise of its rights as a valid Rights Certificatesecured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder’s designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If 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 Right 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 issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established 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 satisfaction of the Company until the holder that such tax either has been paid or 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 receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.6(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.11 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred, and except with respect to Purchase Contracts with respect to which there has been an Early Settlement or a Fundamental Change Early Settlement, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article V and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly‑issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or other distributions for which both a record date and payment date for such dividend or other distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or other distributions with or respect to such shares comprising part of the Purchase Contract Settlement Fund, but without any interest thereon, and any Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of Purchase Contracts are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contracts is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contracts or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence Company’s receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder’s designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence Company's receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Sections 5.7(b) and 5.11 hereof, the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 hereof and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder's designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If 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 Right 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 issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established 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 satisfaction of the Company until the holder that such tax either has been paid or 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 receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of the relevant Rights, such that value received on exchange Common Stock issued in respect of the Rights may a Purchase Contract are to be considered less registered to a Person other than the value that Person in whose name the holder would otherwise expect to receive.Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.4(b), the Company shall issue and deposit with the Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock, registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the registered holder foregoing, upon surrender of a Certificate to the Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Right(s) the Certificate shall be entitled to receive in exchange therefor a certificate representing that number of full whole shares of Common Stock which such Holder is entitled to which hereceive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, she or it is entitledbut without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in such the name of the Holder or names the Holder's designee as may be directed specified in the settlement instructions provided by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement Holder to the contrary, in no event will the Company be required to net cash settle the RightsAgent. The Company shall not issue fractional shares upon exchange of Rights. In the event that If 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 Right 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 issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established 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 satisfaction of the Company until the holder that such tax either has been paid or 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 receivenot payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(c), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred on or after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon promptly as practicable on or after the Stock Purchase Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Stock Purchase Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 509 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evi- dencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a Record Date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after talking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon promptly as practicable on or after the Final Settlement Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Final Settlement Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 508 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of Unless a Termination Event or an Exchange EventEarly Settlement shall have occurred, the Company shall direct holders of the Rights subject to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateSection 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the 33- Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such Shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon an additional inducement to the Holder purchasing this Note, and in connection with the Company selling and issuing this Note, the Company shall, as practicable of the Original Issue Date and for no additional consideration, issue to the Holder an aggregate of seven million (7,000,000) shares of Common Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the occurrence of an Exchange Eventcertificate required to be delivered under this Section 8(a), the Company shall direct holders of the Rights cause its transfer agent to return their Rights Certificates record such shares in electronic book entry format on its books and records and provide a statement to the Rights AgentHolder documenting such notation. Upon receipt of Notwithstanding the above, if a valid Rights Certificatecertificate is delivered in respect thereof, until the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock represented thereby are eligible to which hebe sold under Rule 144 without the need for current public information such certificate shall bear a restrictive legend in the following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, she or it is entitledAS AMENDED, registered in such name or names as may be directed by himOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, her or it and issue to such registered holder(sSOLD, TRANSFERRED OR ASSIGNED (I) a certificate or book-entry position for the such sharesIN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the foregoing, or any provision contained in this Agreement commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the contraryCompany, 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, request and at the time expense of an Exchange Event, the Company will instruct the Right 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 , shall obtain a legal opinion to deal with any allow for 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 receivesales under Rule 144.

Issuance of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds 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 occurrence terms and conditions of an Exchange Eventthis 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. 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 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 it, provided, in lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, and issue 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 registered holder(s) Warrant shall not have been exercised or surrendered in full, in case of a certificate Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or booknominee for each Book-entry position for Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such sharesexercise. 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 Right 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 receiveWarrant.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Units, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the Purchase Contract Settlement Fund) to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Stock Purchase Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, registered Holder of such that value received on exchange Certificate or has established to the satisfaction of the Rights may be considered less than the value Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) 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 issue to such registered holder(s) a certificate or book-entry position for the such shares. 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 Right 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.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registra tion in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable On the Stock Purchase Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 506(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Stock Purchase Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 509 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Final Settlement Date or an Early Settlement shall have occurred, on the Final Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates purchase price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article, and subject to Section 5.06(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Final Settlement Date, being hereinafter referred to as the "Final Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Security Certificate to the contraryAgent on or after the Final Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Security Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Final Settlement Fund, but without any interest thereon, and the Security Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date, on the Purchase Contract Settlement Date, upon its receipt of payment in full of the occurrence Purchase Price for the shares of an Exchange EventCommon Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and in payment of Deferred Contract Adjustment Payments, if any, owed by the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights CertificateHolders and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the new shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of the relevant Rights, such that value received on exchange Common Stock issued in respect of the Rights may a Purchase Contract and in payment of any Deferred Contract Adjustment Payments are to be considered less registered to a Person other than the value that Person in whose name the holder would otherwise expect to receive.Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.5(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.9 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon an additional inducement to the Holder purchasing this Note, and in connection with the Company selling and issuing this Note, the Company shall, as practicable of the Original Issue Date and for no additional consideration, issue to the Holder an aggregate of twenty one million (21,000,000) shares of Common Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable.[1] Instead of a delivery of the occurrence of an Exchange Eventcertificate required to be delivered under this Section 8(a), the Company shall direct holders of the Rights cause its Transfer Agent to return their Rights Certificates record such shares in electronic book entry format on its books and records and provide a statement to the Rights AgentHolder documenting such notation. Upon receipt of Notwithstanding the above, if a valid Rights Certificatecertificate is delivered in respect thereof, until the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock represented thereby are eligible to which hebe sold under Rule 144 without the need for current public information such certificate shall bear a restrictive legend in the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, she or it is entitledAS AMENDED, registered in such name or names as may be directed by himOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, her or it and issue to such registered holder(s) a certificate or book-entry position for the such sharesSOLD, TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. Notwithstanding the foregoing, or any provision contained in this Agreement commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the contraryCompany, 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, request and at the time expense of an Exchange Event, the Company will instruct the Right 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 , shall obtain a legal opinion to deal with any allow for 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 receivesales under Rule 144.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event or an Early Settlement shall have occurred, subject to Section 5.04(b), on the Purchase Contract Settlement Date upon the occurrence of an Exchange Event, the Company shall direct holders receipt of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificateaggregate Purchase Price payable on all Outstanding Securities, the Company shall issue to and deposit with the registered holder Purchase Contract Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "PURCHASE CONTRACT SETTLEMENT FUND") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryPurchase Contract Agent on or after the Purchase Contract Settlement Date or Early Settlement Date, in no event will as the Company be required to net cash settle case may be, together 42 with settlement instructions thereon duly completed and executed, the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive forthwith in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 newly issued whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon as practicable Unless a Termination Event shall have occurred on or prior to the Purchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon the occurrence its receipt of an Exchange Event, the Company shall direct holders payment in full of the Rights to return their Rights Certificates Purchase Price for the shares of Common Stock purchased by the Holders pursuant to the Rights Agent. Upon receipt foregoing provisions of a valid Rights Certificatethis Article and subject to Section 5.6(b), the Company shall issue to and deposit with the registered holder Agent, for the benefit of such Right(s) the number Holders of full the Outstanding Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Certificate to the contraryAgent on or after the Purchase Contract Settlement Date, in no event will together with settlement instructions thereon duly completed and executed, the Company be required to net cash settle the Rights. The Company Holder of such Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and extinguishment may be done any dividends or distributions with or respect to such shares 47 55 constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or other compensation being made the Holder's designee as specified in the settlement instructions provided by the Holder to the holder Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the relevant Rights, such that value received on exchange registered Holder of the Rights may be considered less than Certificate evidencing such Purchase Contract or has established to the value satisfaction of the Company that the holder would otherwise expect to receivesuch tax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon promptly as practicable on or after the Stock Purchase Date, upon receipt by the occurrence Company of an Exchange Eventpayment in full of the aggregate purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and subject to Section 5.06(b), the Company shall direct holders deposit with the Unit Agent, for the benefit of the Rights to return their Rights Certificates to Holders of the Rights Agent. Upon receipt of a valid Rights CertificateUnits, one or more certificates representing the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock registered in the name of the Unit Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue the Holders are entitled hereunder. Subject to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement upon surrender of a Unit Certificate to the contraryUnit Agent on or after the Stock Purchase Date, in no event will with the Company be required to net cash settle form of Settlement Instructions thereon duly completed and executed, the Rights. The Company Holder of such Unit Certificate shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon receive in exchange therefor a certificate representing that number of Rights, at the time of an Exchange Event, the Company will instruct the Right 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 whole 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 which such Holder is entitled to receive a whole number. Any rounding down pursuant to the provisions of this Article Five (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.09 and extinguishment may be done any dividends or distributions with or respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Unit Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in lieu cash payment the name of the Holder or the Holder's designee as specified in the form of Settlement Instructions appearing on the surrendered Unit Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other compensation being than the Person in whose name the Unit Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Unit Certificate evidencing such Purchase Contract or has established to the holder satisfaction of the relevant Rights, Company that such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receivetax either has been paid or is not payable.

Issuance of Shares of Common Stock. As soon an additional inducement to the Holder purchasing this Note, and in connection with the Company selling and issuing this Note, the Company shall, as practicable of the Original Issue Date and for no additional consideration, issue to the Holder an aggregate of seventy five million (75,000,000) shares of Common Stock, which shares, upon their issuance shall be duly authorized, fully paid, and non-assessable. Instead of a delivery of the occurrence of an Exchange Eventcertificate required to be delivered under this Section 8(a), the Company shall direct holders of the Rights cause its transfer agent to return their Rights Certificates record such shares in electronic book entry format on its books and records and provide a statement to the Rights AgentHolder documenting such notation. Upon receipt of Notwithstanding the above, if a valid Rights Certificatecertificate is delivered in respect thereof, until the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock represented thereby are eligible to which hebe sold under Rule 144 without the need for current public information such certificate shall bear a restrictive legend in the following form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, she or it is entitledAS AMENDED, registered in such name or names as may be directed by himOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, her or it and issue to such registered holder(sSOLD, TRANSFERRED OR ASSIGNED (I) a certificate or book-entry position for the such sharesIN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. .” Notwithstanding the foregoing, or any provision contained in this Agreement commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the contraryCompany, 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, request and at the time expense of an Exchange Event, the Company will instruct the Right 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 , shall obtain a legal opinion to deal with any allow for 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 receivesales under Rule 144.

Issuance of Shares of Common Stock. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) 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 issue to such registered holder(sRegistered Holder(s) a certificate or book-entry position for the such shares. 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 Right 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 Securities 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.