Common use of Method of Exercise; Payment of Exercise Price Clause in Contracts

Method of Exercise; Payment of Exercise Price. In order to exercise a Warrant, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant Agent, with the form on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any such payment of the Exercise Price shall be payable in cash or other same-day funds. All funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agent.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) purchasable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any exercised; such payment of the Exercise Price shall may be payable made in cash or other same-day fundsby certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges Warrant Agent shall transmit the entire amount that it has received, without any deduction of any deduction of any wire, cable, service or other charges. In connection with any exercise of Warrants represented by the Regulation S Global Warrants or Offshore Certificated Warrants, the Holder thereof shall be required to provide written certification to the Warrant Agent that (i)(x) it is not a U.S. person and the Warrant is not being exercised on behalf of a U.S. person or (y) a written opinion of counsel to the effect that the bank accounts maintained by Computershare in connection with its performance Warrant and the Common Stock issuable upon exercise thereof have been registered under this Agreement will be in Computershare’s name the Securities Act or are exempt from registration thereunder and (ii) if an opinion of counsel is not being furnished, that Computershare may receive investment earnings in connection with the investment Holder exercising the Warrant is located outside the United States at Computershare’s risk and for its benefit the time of funds held in those accounts from time to timeexercise thereof. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) the new Warrant Certificate to the Person or Persons entitled to receive the same, together with an amount in cash in lieu ; PROVIDED that such Holder (x) shall be responsible for the payment of any fraction transfer taxes required as a result of any change in ownership of such Warrants and (y) must comply with Article VIII, and any other provision of this Agreement relating to transfer, with respect to any such requested registration or delivery involving such a share as provided change in Section 5.9ownership. Upon payment the exercise of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant (x) shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and (y) must comply with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer AssociationArticle VIII, and any other reasonable evidence provision of authority that may this Agreement relating to transfer, with respect to any such requested registration or delivery involving such a change in ownership. Upon the exercise of a Warrant or Warrants, the Company shall as promptly as practicable but not later than 14 Business Days after such exercise enter, or cause any transfer agent of the Common Shares to enter, the name of the person entitled to receive the Common Shares upon exercise of such Warrants into the Company's register of shareholders. Thereupon, the Company or the applicable transfer agent shall issue certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be required in effect or the Company and the Holder exercising such Warrants otherwise agree) for the necessary number of Common Shares to which said Holder is entitled and deliver such certificate to the Warrant Agent who in turn will deliver it to the Person entitled to receive the Common Shares. A Warrant shall be deemed by the Company to be exercised immediately prior to the close of business on the date of surrender for exercise, as provided above, of the Warrant AgentCertificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares upon such exercise shall receive the Common Shares such person would have been entitled to had it been the registered holder on such date, except for purposes of transferring the Common Shares or voting in a general shareholders' meeting, such Person shall, in its relation with the Company, be deemed to be the holder thereof only when such Common Shares are entered in the register of shareholders in the name of such person; PROVIDED, HOWEVER, that, with respect to Warrants which have been exercised but for which the corresponding Warrant Shares have not been recorded in the register of shareholders, the provisions of Article IV shall continue to apply as if the number of Warrants held prior to exercise remained outstanding on the date of any action or event of the type giving rise to an adjustment under Article IV.

Method of Exercise; Payment of Exercise Price. In order to exercise any or all of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant AgentCompany for exercise, with the form on the reverse side of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock as to which a Warrant Certificate such Holder is submitted for exercise (subject to Section 3.6). Any entitled, each such payment of the Exercise Price shall to be payable made by check or wire transfer in cash or other same-day funds. All immediately available funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the to an account of the Company, unless otherwise instructed in writing designated by the Company. The Company acknowledges ; provided that such Holder, in its sole discretion, may deduct or offset from such payment any amounts outstanding under the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name Notes (to the extent such amounts are then due and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time payable (after giving effect to timeapplicable grace periods) to such Holder). If fewer than a Holder elects to deduct or offset from such payments all or a portion of the principal amount outstanding under the Note held by such Holder, such Holder shall surrender its Note to the Company and if, following such deduction or offset, any principal amount remains outstanding to such Holder, the Company shall simultaneously issue to such Holder a note payable to the order of such Holder in a principal amount equal to such remaining outstanding amount with terms and provisions otherwise identical to the terms and provisions of such Holder's original Note. If a Holder elects to exercise only a portion of the Warrants represented by a the Warrant Certificate are surrenderedor Certificates registered in the Register in its name, then the remaining portion of such Warrant Certificate Warrants shall be surrendered registered in the Register in such name or names (subject to the limitation set forth in Section 7) as may be directed in writing by such Holder and shall be returned to such Holder in the form of a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered with terms and provisions otherwise identical to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new terms and provisions of such Holder's original Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agent.and

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form on the reverse of or attached to the Warrant Certificate Subscription Form duly executed, together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock Securities issuable upon exercise of the Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised (a "Cashless Exercise"). All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised (or surrendered in connection with a Cashless Exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities security or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; provided, however, that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such shares of Underlying Securities other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon payment the exercise of a Warrant or Warrants, the Company shall promptly enter, or cause any transfer agent of the Exercise Price thereforCommon Shares to enter, the name of the person entitled to receive the Common Shares upon the exercise of such Warrants into the Company's register of shareholders, and issue certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the number of shares of Underlying Securities to which said Holder may be entitled, and deliver such certificate to the Warrant Agent who in turn shall deliver it to the Person entitled to receive the shares of Underlying Securities. Upon such exercise, the Warrant Agent is hereby authorized and instructed to request from any such transfer agent (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) such certificates. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive the shares of Underlying Securities upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such shares of Underlying Securities of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall make available for delivery to such Person, any shares of Underlying Common Stock or other securities or property (including money) Securities to which it is such Person would have been entitled pursuant to this Agreement upon had such Person been the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that registered holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. (i) Each Warrant may only be exercised in whole. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must shall surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office set forth in Section 10.5 hereof, with the subscription form on the reverse of or attached to set forth in the Warrant Certificate (or a copy thereof furnished by the Warrant Agent) duly executed, together with any required payment in full of the Exercise Price then in effect for each Warrant Share or other securities or property issuable upon exercise of the shares exercised Warrants; such payment shall be made, at the option of Underlying Common Stock as the Holder, (x) in cash or by certified or official bank or bank cashier's check payable to which the order of the Company, (y) by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised or (z) a combination of (x) and (y). All provisions of this Warrant Agreement shall be applicable with respect to an exercise of a Warrant Certificate is submitted pursuant to (ii) above for less than the full number of Warrants represented thereby. No payment or adjustment shall be made on account of any dividends on the Common Stock issued upon exercise of a Warrant. (subject to Section 3.6). Any such payment ii) Upon receipt of the Exercise Price Warrant Certificate, the duly executed Subscription Form and such payment, the Warrant Agent shall be payable promptly notify the Company in cash or other same-day funds. writing of such surrender. (iii) All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as reasonably instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all of the Warrants represented by a Global Warrant Certificate are surrenderedexercised, such the Global Warrant Certificate shall not be surrendered to the Warrant Agent in accordance with Section 3.3(a)(i) and the Warrant Agent shall decrease or reflect on its records, as custodian for DTC, or its nominee, a new decrease in the aggregate number of Warrants represented by such Global Warrant Certificate of the same tenor and for equal to the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificateexercised. (b) Upon exercise of any Warrants, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon following surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to or upon the written order of the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock Warrant Shares or the other securities or property (including any money) ), if any, to which the such exercising Holder is then entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any the other securities or property (including any money) ), if any, to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon 4.6 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the Exercise Price thereforresult of any change in ownership of such Warrants or the issuance of Warrant Shares other than to the registered owner of such Warrants and the Company may deduct such taxes from any payment of money to be made and shall not be required to issue or deliver such Warrant Shares (if such taxes are not deducted in full) unless and until the Holder shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company and the Warrant Agent that such tax has been paid. (c) Upon exercise of a Warrant or Warrants, a and after receipt of evidence of payment of any taxes as desribed in Section 3.3(b), the Warrant Agent is hereby authorized and directed to instruct any transfer agent of the Warrant Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such instructions) in accordance with paragraph (b) of this Section 3.3, to issue, transfer and deliver certificates for the necessary number of Warrant Shares to which the Holder of the Warrant or Warrants may be entitled. A Warrant shall be deemed to own have been exercised immediately prior to the close of business on the date of exercise, as provided in and have in accordance with paragraph (a) of this Section 3.3, of such Warrant and, for all purposes of this Agreement, the Person entitled to receive any Warrant Shares or other securities or property deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the rights associated with any Underlying Common Stock or close of business on such date and shall be entitled to receive, and the Company shall deliver to such Person, the Warrant Shares and the other securities or property (including money) ), if any. Without limiting the foregoing, if, at the date referred to which it is entitled pursuant to this Agreement above, the transfer books for the Warrant Shares or other securities purchasable upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that exercise of the Holder, such direction Warrants shall be tendered closed, the certificates for the Warrant Shares or other securities in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by respect of which such Warrants are then exercised shall be issuable as of the Securities Transfer Associationdate on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares or other reasonable evidence of authority securities; provided that may be the transfer books or records, unless required by the Warrant Agentlaw, shall not be closed at any one time for a period longer than 20 calendar days.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or so surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) the new Warrant Certificate to the Person or Persons entitled to receive the same, together . Global Warrants will be exercised by accordance with an amount in cash in lieu the procedures of the Warrant Agent and the Depositary. Upon the exercise of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; PROVIDED that the Holder of such Warrant shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a signature guarantee Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from an eligible guarantor institution participating any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a signature guarantee program approved by registration statement with the Securities Transfer AssociationCommission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and any other reasonable evidence of authority that may be required by the Warrant AgentAgent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each share of Preferred Stock (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or so surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) the new Warrant Certificate to the Person or Persons entitled to receive the same, together . Global Warrants will be exercised in accordance with an amount in cash in lieu the procedures of the Warrant Agent and the Depositary. Upon the exercise of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Preferred Stock or other security or property to which it is entitled as a result of such exercise, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Preferred Stock other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a signature guarantee Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from an eligible guarantor institution participating any transfer agent of the Preferred Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a signature guarantee program approved by registration statement with the Securities Transfer AssociationCommission relating to such Preferred Stock shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of shares of Preferred Stock to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Preferred Stock to enter, the name of the Person entitled to receive the Preferred Stock upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Preferred Stock deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of record of such Preferred Stock as of the close of business on such date and shall be entitled to receive, and any other reasonable evidence of authority that may be required by the Warrant AgentAgent shall deliver to such Person, any Preferred Stock to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must is required to surrender to the Company the Warrant Certificate evidencing such Warrant to the Warrant Agent, with the form on the reverse of or attached to the Warrant Certificate Subscription Form duly executedfilled in and signed, together with any required and payment in full of the Exercise Price then in effect for each Warrant Share or other securities or property issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant Certificate is submitted exercised. The Exercise Price may be paid (i) by certified or official bank check or by wire transfer to an account designated by the Company for such purpose, (ii) by the surrender of shares of Preferred Stock (which surrender shall be evidenced by cancellation of such shares) having an aggregate Current Market Value (as defined herein) on the date of exercise equal to the product of (subject to Section 3.6). Any such 1) Exercise Price per share as of the date of exercise and (2) the number of Warrant Shares subscribed for, without the payment of the Exercise Price shall be payable in cash or other same-day funds. All funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the account of the Companycash, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection together with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time a specification as to time. If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered to be exercised, (iii) by surrender of publicly traded debt securities of the Company (which surrender shall promptly be executed and delivered evidenced by cancellation of such publicly traded debt securities) having an aggregate Current Market Value (as defined herein) on the date of exercise equal to the product of (1) Exercise Price per share as of the date of exercise and (2) the number of Warrant Agent Shares subscribed for, without the payment of the Exercise Price in cash, together with a specification as to the number of Warrants to be exercised or (iv) by the Company. The Warrant Agent surrender (which surrender shall promptly countersign be evidenced by cancellation of the new Warrant Certificate, register it in such name or names as may be directed in writing number of Warrants represented by the Holder and deliver the new Warrant Certificate presented in connection with a Cashless Exercise) of a Warrant or Warrants (represented by one or more relevant Warrant Certificates), and without the payment of the Exercise Price in cash, for such number of Warrant Shares equal to the Person product of (1) the number of Warrant Shares for which such Warrant is exercisable as of the date of exercise (if the Exercise Price were being paid in cash) and (2) the Cashless Exercise Ratio. An exercise referred to in clauses (ii), (iii) or Persons entitled (iv) of the preceding sentence shall be referred to receive as a "Cashless Exercise." For purposes of this Agreement, the same"Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (as defined herein) per share of Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise (calculated as set forth herein). Upon surrender of a Warrant Certificate representing more than one Warrant in conformity connection with the foregoing provisionsHolder's option to elect a Cashless Exercise, the number of Warrant Agent or ComputershareShares deliverable upon a Cashless Exercise shall be equal to the number of Warrant Shares issuable upon the exercise of Warrants that the Holder specifies are to be exercised pursuant to a Cashless Exercise multiplied by the Cashless Exercise Ratio. All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. Upon the exercise of any Warrants in accordance with this Agreement, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its will transfer agent promptly to transfer to or upon the written order of the Holder of such Warrant Certificate appropriate evidence of ownership of any shares Warrant Shares or other securities or property to which it is entitled, registered or otherwise, to the Person or Persons entitled to receive the same. All Warrant Shares or other securities issuable by the Company upon the exercise of Underlying Common Stock the Warrants shall be validly issued, fully paid and nonassessable. (b) Upon exercise of any Warrant in conformity with the foregoing provisions, the Company shall, (i) transfer promptly to, or upon the written order of the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall (ii) deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.94.5 hereof, provided, however, that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any transfer of such Warrant, or the issuance of such Warrant Shares or other securities or property, to a Person other than the registered owner of such Warrant. Upon payment exercise of a Warrant and, in the case of a Cashless Exercise, written direction of the Exercise Price thereforCompany as to the number of Warrant Shares as to which the Holder is entitled, the Company shall requisition from any transfer agent of the Warrant Shares or any other securities issuable upon exercise of a Warrant (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates for the necessary number of Warrant Shares or other securities to which the Holder of such Warrant may be entitled. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender for exercise of the Warrant Certificate representing such Warrant and, for all purposes of this Agreement, the Person entitled to receive any Underlying Common Stock Warrant Shares or other securities or property deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive, and the Company shall deliver to such Person, any Warrant Shares or other securities or property (including money) to which it is such Person would have been entitled pursuant to this Agreement upon had such Person been the surrender record holder of such Warrant Shares or other securities or property on such date. (c) If less than all the Warrants represented by a Warrant Certificate in accordance with this Agreement. If are exercised, such Warrant Certificate shall be surrendered and a new warrant certificate of the Holder shall direct that such securities be same tenor and for the number of Warrants which were not exercised, registered in a such name other than that of or names as may be directed in writing by the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved executed by the Securities Transfer AssociationCompany and the Company shall deliver such new Warrant Certificate to the Person or Persons entitled to receive the same. (d) Without limiting the foregoing, if, at the date referred to above, the transfer books for the Warrant Shares or other securities purchasable upon the exercise of the Warrants shall be closed, the certificates for the Warrant Shares or securities in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Shares or other reasonable evidence of authority securities; provided, however, that may be such transfer books, unless required by the Warrant Agentlaw, shall not be closed at any one time for a period longer than 5 days.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrantany of the Warrants, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant provide written notice to the Warrant Agent, with Corporation at its address set forth in Section 8.3 hereof in the form on attached hereto as Exhibit B specifying the reverse number of or attached to Warrants being exercised. Such notice shall be accompanied by Warrant Certificates representing not less than the Warrant Certificate duly executednumber of Warrants being exercised, together with any required payment in full of the per share Exercise Price then in effect for multiplied by the shares number of Underlying Common Stock as Warrant Shares to which a Warrant Certificate is submitted for exercise (subject be purchased pursuant to Section 3.6)the exercise. Any such payment of the The Exercise Price shall be payable at the option of the Holder, by wire transfer, certified check, official bank check or bank cashier's check payable to the order of the Corporation. (b) In lieu of exercising Warrants pursuant to Section 3.3(a), the Holder shall have the right to require the Corporation to convert the Warrants, in cash whole or other same-day fundsin part and at any time or times (the "Conversion Right"), into Warrant Shares, by surrendering to the Corporation at its address set forth in Section 8.3 hereof the Warrant Certificate evidencing the Warrants to be converted, accompanied by the form of conversion notice attached hereto as Exhibit C which has been duly completed and signed. All funds received upon Upon exercise of the tender Conversion Right, the Corporation shall deliver to the Holder (without payment by the Holder of any Exercise Price) that number of Warrant Shares which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being converted at the time the Conversion Right is exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Conversion Right from the aggregate Fair Market Value of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Conversion Right (taking into account all applicable adjustments pursuant to Article 4), by (y) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right. Any references in this Agreement to the "exercise" of any Warrants, and the use of the term "exercise" herein, shall be deposited deemed to include (without limitation) any exercise of the Conversion Right. (c) If the number of Warrants being exercised is less than the number of Warrants represented by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings Certificate(s) tendered in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all exercise, the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate Corporation shall be surrendered and a issue new Warrant Certificate of the same tenor and Certificate(s) for the number unexercised Warrants in accordance with instructions contained in the notice of Warrants that were not surrendered exercise and this Agreement. (d) Upon exercise of any Warrant in conformity with the foregoing provisions, the Corporation shall (i) transfer promptly be executed and delivered to, or upon the written order of, the Holder of such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificatewhich it is entitled, register it registered or otherwise placed in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisionsthereof, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any moneyii) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person person or Persons persons entitled to receive the same, together with an amount in cash in lieu of and (iii) reissue, as the case may be, a Warrant Certificate for any fraction of a share as provided unexercised Warrants. Each new Warrant Certificate so issued shall bear the legend set forth in Section 5.9. Upon payment 2.2 if the Warrant Certificate presented in connection with partial exercise thereof bore such legend except to the extent that some or all of the Exercise Price therefor, transfer restrictions referred to in such legend or this Agreement are no longer applicable pursuant to Article 6 or as a Holder result of registration of the Warrant Shares pursuant to Article 7. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender to the Corporation for exercise of the Warrant Certificate representing such Warrant being exercised and accompanied by the notice required under Section 3(a) or 3(b), as the case may be, for all purposes of this Agreement, the person entitled to receive any Underlying Common Stock Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person and the Corporation, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive any Warrant Shares or other securities or property (including money) to which it is such person would have been entitled pursuant to this Agreement upon had such person been the surrender record holder of a such Warrant Certificate in accordance with this Agreement. If the Holder shall direct that Shares or other securities or property on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. (a) In ----------- --------------------------------------------- order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share or other securities (or a fraction thereof) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made by wire transfer in immediately available funds or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares Common Shares, dated the date of Underlying Common Stock such exercise, or other securities security or property (including any money) to which the Holder it is entitledentitled as a result of such exercise, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants. Upon payment the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Exercise Price thereforCommon Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, a if applicable, unless the Warrant Registration Statement relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Underlying Common Stock or other securities or property (including money) Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Common Shares to which it such Person is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agententitled.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrantany of the Warrants, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant Warrants to the Warrant Agent, Agent at its corporate trust office set forth in Section 9.05 (with the form on the reverse of or attached to Subscription Form set forth in the Warrant Certificate duly executed), together with together A. Upon the exercise of any required payment in full Warrant, the W▇▇▇▇▇t Agent shall promptly provide written notice of such exercise to Sterling, including notice of the Exercise Price then in effect for the number of shares of Underlying Common Stock delivered upon the exercise of such Warrant, and deliver all payments received upon exercise of such Warrant to Sterling in such manner as to which Sterling shall instruct in writing. (b) A Holder may exercise all or any number of whole Warrants represented by a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any such payment of the Exercise Price shall be payable in cash or other same-day funds. All funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to timeCertificate. If fewer less than all of the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate executed by Sterling of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed and delivered to issued by the Warrant Agent by the CompanyAgent. The Warrant Agent shall promptly (i) countersign the new such Warrant Certificate, (ii) register it such Warrant Certificate in such name or names as may be directed in writing by the Holder and (iii) deliver the new such Warrant Certificate to the Person or Persons entitled to receive the same. . (c) Upon the exercise of any Warrant and the surrender of a the Warrant Certificate evidencing such Warrant in conformity with the foregoing provisions, the Warrant Agent shall, subject to Section 9.02, (i) transfer promptly to or Computershare, as applicable, shall thereupon promptly notify upon the Company, and the Company shall instruct its transfer agent to transfer to written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall (ii) deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, same (together with an amount in cash in lieu of any fraction of a share fractional shares as provided in Section 5.9. 4.05). (d) Upon the exercise of any Warrant, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 9.10, if applicable) for the necessary number of shares of Common Stock to which the Holder of such Warrant may be entitled upon such exercise. (e) Any Warrant which is exercised hereunder shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender, as provided above, of the Warrant Certificate representing such Warrant, together with payment in full of the Exercise Price thereforand any applicable taxes that Sterling is not required to pay pursuant to this Section 3.03, a Holder shall be deemed Sections 2.04(b) or 9.02 or Article V, and, for purposes of this Agreement, the Person entitled to own and have all receive any shares of the rights associated with any Underlying Common Stock or other securities or property (including deliverable upon such exercise shall, as between such Person and Sterling, be deemed to be the Holder of such shares of Common Stock or other securities or property of record as of the close of business on such date and shall be entitled to receive, and Sterling shall deliver or cause to be delivered to such Person, any money) , shares of Common Stock or other securities or property to which it is he would have been entitled pursuant to this Agreement upon the surrender of had he been a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that record holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrant, the Holder thereof must (i) surrender the Warrant Certificate evidencing such Warrant to the Warrant AgentCompany, with the form on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment and (ii) subject to Section 4.01(f), pay in full of the Exercise Price then in effect for the shares of Underlying Common Stock as to which a Warrant Certificate is submitted for exercise in the manner provided in paragraph (subject to b) of this Section 3.6). Any such 3.04. (b) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be payable in cash or other same-day funds. All funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by delivered to the Company. The Company acknowledges that the Such payment shall be made in cash, by bank accounts maintained by Computershare wire transfer in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. immediately available funds. (c) If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it in such name Person or names Persons as may be directed in writing by the Holder (subject to the terms hereof), and deliver the Company shall register the new Warrant Certificate to in the name of such Person or Persons entitled to receive the same. Persons. (d) Upon surrender of a Warrant Certificate in conformity accordance with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any moneycash) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the HolderHolder (subject to the terms hereof), and shall deliver such evidence of ownership and any other securities or property (including any moneycash) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided rounded up or down in accordance with Section 5.95.09. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including moneycash) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agent.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office set forth in Section 9.5 hereof, with the form on the reverse of or attached to Subscription Form set forth in the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock or other securities or property issuable upon exercise of the Warrants as to which a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any exercised; such payment may be made (x) by wire transfer or by certified or official bank or bank cashier's check payable to the order of Holdings or (y) as permitted pursuant to the proviso in Section 3.1. The Warrant Agent shall promptly notify Holdings in writing upon the exercise of any Warrant and of the Exercise Price shall be payable in cash or other same-day funds. All funds number of shares of Common Stock delivered upon the exercise of such Warrant; all payments received upon the tender exercise of Warrants shall be deposited delivered to Holdings by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to timeHoldings. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed by Holdings and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon exercise of any Warrants following surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent Holdings to transfer promptly to or upon the written order of the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share fractional shares as provided in Section 5.94.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes or other governmental charges imposed as the result of any change in ownership of such Warrants or the issuance of such Common Stock or other securities or Warrants other than to the registered owner of such Warrants. Upon payment exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Exercise Price thereforCommon Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 9.11, a if applicable) for the necessary number of shares to which the Holder of the Warrant or Warrants may be entitled. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes of this Agreement, the Person entitled to receive any Underlying Common Stock or other securities or property (including deliverable upon such exercise shall, as between such Person and Holdings, be deemed to be the Holder of such Common Stock or other securities or property of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver, at the expense of Holdings, to such Person, any money) , Common Stock or other securities or property to which it is he would have been entitled pursuant to this Agreement upon the surrender of had he been a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that record holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise. Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise (subject to Section 3.6). Any such payment of the Warrants are registered under the Exchange Act, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities security or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price therefor(or surrender of sufficient Warrant Certificates in connection with a cashless exercise) and, a Holder shall for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to own and have all be the Holder of such Common Shares of record as of the rights associated with close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Underlying Common Stock or other securities or property (including money) Shares to which it is such Person would have been entitled pursuant to this Agreement upon had such Person been the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that registered holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities security or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; PROVIDED that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 3 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price therefor(or surrender of sufficient Warrant Certificates in connection with a cashless exercise) and, a Holder shall for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to own and have all be the Holder of such Common Shares of record as of the rights associated with close of business on such date, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Common Shares shall not actually be delivered to the Holder at such time, and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Underlying Common Stock or other securities or property (including money) Shares to which it is such Person would have been entitled pursuant to this Agreement upon had such Person been the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that registered holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to exercise any or all of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant AgentCompany for exercise, with the form on the reverse side of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock as to which a Warrant Certificate such Holder is submitted for exercise (subject to Section 3.6). Any entitled, each such payment of the Exercise Price shall to be payable made by check or wire transfer in cash or other same-day funds. All immediately available funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the to an account of the Company, unless otherwise instructed in writing designated by the Company. The Company acknowledges ; provided that such Holder, in its sole discretion, may deduct or offset from such payment any amounts outstanding under the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name Notes (to the extent such amounts are then due and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time payable (after giving effect to timeapplicable grace periods) to such Holder). If fewer than a Holder elects to deduct or offset from such payments all or a portion of the principal amount outstanding under the Note held by such Holder, such Holder shall surrender its Note to the Company and if, following such deduction or offset, any principal amount remains outstanding to such Holder, the Company shall simultaneously issue to such Holder a note payable to the order of such Holder in a principal amount equal to such remaining outstanding amount with terms and provisions otherwise identical to the terms and provisions of such Holder's original Note. If a Holder elects to exercise only a portion of the Warrants represented by a the Warrant Certificate are surrenderedor Certificates registered in the Register in its name, then the remaining portion of such Warrant Certificate Warrants shall be surrendered registered in the Register in such name or names (subject to the limitation set forth in Section 7) as 4 4 may be directed in writing by such Holder and shall be returned to such Holder in the form of a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered with terms and provisions otherwise identical to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new terms and provisions of such Holder's original Warrant Certificate. Upon surrender of a Warrant Certificate and the payment of the Exercise Price in conformity with the foregoing provisions, register it the Company shall promptly, but in no event later than five Business Days after the Payment of the Exercise Price of the Warrants by such Holder, issue to the Holder of such Warrant Certificate share certificates representing the Underlying Common Stock to which such Holder or the name or names of such Affiliates of such Holder as may be directed in writing by the Holder latter, and shall deliver the new Warrant Certificate such share certificates to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with Such shares shall be deemed issued and outstanding on the foregoing provisions, date the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify is exercised and the Exercise Price is paid to the Company, and the Company share certificates shall instruct its transfer agent to transfer to the Holder be dated as of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which date and the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed entitled to own and have exercise all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that shareholder as of such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Class A Share issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any exercised; such payment may be made by wire transfer or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate are surrendered to the Warrant Agent for exercise. Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) Class A Shares to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.94.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Class A Shares other than to the Holder of such Warrants. Upon payment the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Exercise Price thereforClass A Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.11 hereof, if applicable, unless a Registration Statement relating to such Class A Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Class A Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Class A Shares to enter, the name of the Person entitled to receive the Class A Shares upon exercise of the Warrants into the Company's register of shareholders within 14 calendar days of such exercise. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Class A Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Class A Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Class A Shares to which such Person would have been entitled had such Person been the registered holder on such date. (b) In addition to the requirements of paragraph (a) above, in connection with any Underlying Common Stock exercise of Warrants represented by Offshore Certificated Warrants or other securities or property the Regulation S Global Warrants, the Holder thereof shall be required to provide to the Warrant Agent (including moneyi) to which (x) written certification substantially in the form of Exhibit B hereto that it is entitled pursuant to this Agreement upon a Non-U.S. Person and the surrender Warrant is not being exercised on behalf of a U.S. person within the meaning of Rule 902 of Regulation S or (y) a written opinion of counsel reasonably satisfactory to the Company and its counsel to the effect that the Warrant Certificate in accordance with this Agreement. If and the Class A Shares issuable upon exercise thereof have been registered under the Securities Act or are exempt from registration thereunder and (ii) if an opinion is not being furnished, written certification that the Holder shall direct that such securities be registered in a name other than that exercising the Warrant is located outside the United States at the time of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentexercise thereof.

Method of Exercise; Payment of Exercise Price. In order ----------- --------------------------------------------- to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.6 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.6 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) make available for delivery the new Warrant Certificate to the Person or Persons entitled to receive the same, together . Restricted Global Warrants will be exercised in accordance with an amount in cash in lieu the procedures of the Warrant Agent and the Depositary. Upon the exercise of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a signature guarantee Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from an eligible guarantor institution participating any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.11 hereof, if applicable, unless a signature guarantee program approved by registration statement with the Securities Transfer AssociationCommission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and any other reasonable evidence of authority that may be required by the Warrant AgentAgent shall make available for delivery to such Person, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrantall or any of the Warrants, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant provide written notice to the Corporation at its address set forth in Section 9.4 hereof specifying the number of Warrants being exercised. Such notice shall be accompanied by one or more Warrant Agent, with Certificates representing not less than the form on the reverse number of or attached to the Warrant Certificate duly executedWarrants being exercised, together with any required payment in full of the per share Exercise Price then in effect for multiplied by the shares number of Underlying Common Stock as Warrant Shares to which a Warrant Certificate is submitted for exercise (subject be purchased pursuant to Section 3.6)the exercise. Any such payment of the The Exercise Price shall be payable, at the option of the Holder, (i) by wire transfer, certified check, official bank check or bank cashier's check payable in cash to the order of the Corporation, or other same-day funds. All funds received upon (ii) by the tender surrender of Warrants shall be deposited exercisable for a number of shares having an aggregate Market Price as of the date of surrender equal to the aggregate Exercise Price of all Warrants covered thereby. If the number of Warrants being exercised is less than the number of Warrants represented by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings Certificate(s) tendered in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all exercise, the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate Corporation shall be surrendered and a issue new Warrant Certificate Certificate(s) for the unexercised Warrants in accordance with instructions contained in the notice of exercise and this Agreement. (b) Upon exercise of any Warrant in conformity with the foregoing provisions, the Corporation shall (i) transfer promptly to, or upon the written order of the same tenor and for the number Holder of Warrants that were not surrendered shall promptly be executed and delivered such Warrant, appropriate evidence of ownership of any Warrant Shares or other securities or property (including money) to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificatewhich it is entitled, register it registered or otherwise placed in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisionsthereof, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any moneyii) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person person or Persons persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share and (iii) reissue, as provided in Section 5.9. Upon payment of the Exercise Price thereforcase may be, a Holder Warrant Certificate for any unexercised Warrants. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender for exercise of the Warrant Certificate representing such Warrant being exercised and, for all purposes of this Agreement, the person entitled to receive any Underlying Common Stock Warrant Shares or other securities or property deliverable upon such exercise shall, as between such person and the Corporation, be deemed to be the Holder of such Warrant Shares or other securities or property of record as of the close of business on such date and shall be entitled to receive any Warrant Shares or other securities or property (including money) to which it is such person would have been entitled pursuant to this Agreement upon had such person been the surrender record holder of a such Warrant Certificate in accordance with this Agreement. If the Holder shall direct that Shares or other securities or property on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to exercise a Warrant, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant Agent, with the exercise subscription form on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares of Underlying Common Stock as to which a the Warrant Certificate is submitted for exercise (subject to Section 3.6)exercise. Any such payment of the Exercise Price shall be payable in cash or other same-day fundsby certified or official bank check payable in United States currency to the order of the Warrant Agent. All funds received upon the tender exercise of Warrants shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered exercised shall promptly be executed and delivered to issued by the Warrant Agent by the CompanyAgent. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify requisition from the Company, and after receipt thereof the Company Warrant Agent shall instruct its transfer agent to transfer deliver to the Holder of such Warrant Certificate Certificate, a certificate or other appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.94.4. Upon payment of the Exercise Price therefor, a Holder Such surrender shall be deemed to own and have all been effected as of the rights associated with any Underlying Common Stock or other securities or property (including money) to close of business on the day on which it is entitled pursuant to this Agreement upon the surrender of a such Warrant Certificate in accordance with this Agreement. If shall have been surrendered, and at such time the rights of the Holder shall direct that such securities be registered in a name other than that of the Warrant Certificate, in its capacity as such Holder, shall cease, and the Person or Person in which name or name any securities evidencing the Warrant Certificate are to be issued upon such direction surrender shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by deemed to have become the Securities Transfer Association, and any other reasonable evidence holder or holders of authority that may be required by record of the Warrant Agentsuch securities.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise. Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise (subject to Section 3.6). Any such payment of the Warrants are registered under the Exchange Act, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities security or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; PROVIDED that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price therefor(or surrender of sufficient shares in connection with a cashless exercise) and, a Holder shall for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to own and have all be the Holder of such Common Shares of record as of the rights associated close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date. (b) In addition to the requirements of paragraph (a) above, in connection with any Underlying Common Stock exercise of Warrants represented by Offshore Certificated Warrants or other securities or property the Regulation S Global Warrants, the Holder thereof shall be required to provide to the Warrant Agent (including moneyi) to which (x) written certification substantially in the form of Exhibit B hereto that it is entitled pursuant to this Agreement upon a Non-U.S. Person and the surrender Warrant is not being exercised on behalf of a U.S. person within the meaning of Rule 902 of Regulation S or (y) a written opinion of counsel reasonably satisfactory to the Company and its counsel to the effect that the Warrant Certificate in accordance with this Agreement. If and the Warrant Shares issued upon exercise of the Warrants have been registered under the Securities Act or are exempt from registration thereunder and (ii) if an opinion is not being furnished, written certification that the Holder shall direct that such securities be registered in a name other than that exercising the Warrant is located outside the United States at the time of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentexercise thereof.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its principal corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its principal corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by 17 13 the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) make available for delivery the new Warrant Certificate to the Person or Persons entitled to receive the same, together . Global Warrants will be exercised in accordance with an amount in cash in lieu the procedures of the Warrant Agent and the Depositary. Upon the exercise of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a signature guarantee Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from an eligible guarantor institution participating any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a signature guarantee program approved by registration statement with the Securities Transfer AssociationCommission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and any other reasonable evidence of authority that may be required by the Warrant AgentAgent shall make available for delivery to such Person, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made by wire transfer, in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise. Notwithstanding the foregoing, if the Common Shares (or other securities) issuable upon exercise (subject to Section 3.6). Any such payment of the Warrants are registered under the Exchange Act, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities security or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; PROVIDED that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby authorized to comply with all such requests) certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement relating to such Common Shares filed with the Commission shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant together with payment in full of the Exercise Price therefor(or surrender of sufficient Warrant Certificates in connection with a cashless exercise) and, a Holder shall for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to own and have all be the Holder of such Common Shares of record as of the rights associated with close of business on such date and shall be entitled to receive, and the Warrant Agent shall deliver to such Person, any Underlying Common Stock or other securities or property (including money) Shares to which it is such Person would have been entitled pursuant to this Agreement upon had such Person been the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that registered holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to exercise any or all of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant AgentCompany for exercise, with the form on the reverse side of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock as to which a Warrant Certificate such Holder is submitted for exercise (subject to Section 3.6). Any entitled, each such payment of the Exercise Price shall to be payable made by check or wire transfer in cash or other same-day funds. All immediately available funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the to an account of the Company, unless otherwise instructed in writing designated by the Company. The Company acknowledges ; provided that such Holder, in its sole discretion, may deduct or offset from such payment any amounts outstanding under such Holder's Note (to the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name extent such amounts are then due and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time payable (after giving effect to timeapplicable grace periods) to such Holder). If fewer than a Holder elects to deduct or offset from such payments all or a portion of the principal amount outstanding under the Note held by such Holder, such Holder shall surrender its Note to the Company and if, following such deduction or offset, any principal amount remains outstanding to such Holder, the Company shall simultaneously issue to such Holder a note payable to the order of such Holder in a principal amount equal to such remaining outstanding amount with terms and provisions otherwise identical to the terms and provisions of such Holder's original Note. If a Holder elects to exercise only a portion of the Warrants represented by a the Warrant Certificate are surrenderedor Certificates registered in the Register in its name, then the remaining portion of such Warrant Certificate Warrants shall be surrendered registered in the Register in such name or names (subject to the limitation set forth in Section 7) as may be directed in writing by such Holder and shall be returned to such Holder in the form of a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered with terms and provisions otherwise identical to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new terms and provisions of such Holder's original Warrant Certificate. Upon surrender of a Warrant Certificate and the payment of the Exercise Price in conformity with the foregoing provisions, register it the Company shall promptly, but in no event later than five Business Days after the payment 3 4 of the Exercise Price of the Warrants by such Holder, issue to the Holder of such Warrant Certificate share certificates representing the Underlying Common Stock to which such Holder is entitled, registered in the name of such Holder or the name or names of such Affiliates of such Holder as may be directed in writing by the Holder latter, and shall deliver the new Warrant Certificate such share certificates to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with Such shares shall be deemed issued and outstanding on the foregoing provisions, date the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify is exercised and the Exercise Price is paid to the Company, and the Company share certificates shall instruct its transfer agent to transfer to the Holder be dated as of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which date and the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed entitled to own and have exercise all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that shareholder as of such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to --------------------------------------------- exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and instruct the Company shall instruct its transfer agent to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities security or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the samesame and fractional shares, together with if any, or an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.94.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the result of any change in ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon payment the exercise of a Warrant or Warrants, the Company shall promptly enter, or cause any transfer agent of the Exercise Price thereforCommon Shares to enter, the name of the person entitled to receive the Common Shares upon the exercise of such Warrants into the Company's register of shareholders, and issue certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the number of Common Shares to which said Holder may be entitled, and deliver such certificate to the Warrant Agent who in turn shall deliver it to the Person entitled to receive the Common Shares. Upon such exercise, the Warrant Agent is hereby authorized and instructed to requisition from any such transfer agent (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) such certificates. A Warrant shall be deemed to own and have all been exercised immediately prior to the close of business on the date of the rights associated with surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Underlying Common Stock or other securities or property (including money) Shares upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and the Warrant Agent shall make available for delivery to such Person, any Common Shares to which it is such Person would have been entitled pursuant to this Agreement upon had such Person been the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that registered holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrant, the Holder thereof hereof must (i) surrender the this Warrant Certificate evidencing such Warrant to the Warrant AgentCompany, with the form on the reverse of or Exercise Subscription Form attached to the Warrant Certificate hereto as Annex I duly completed and executed, together with any required payment and (ii) pay in full of the Exercise Price then in effect for the shares of Underlying Company Common Stock as to which a this Warrant Certificate is submitted for exercise in the manner provided in paragraph (subject to b) of this Section 3.6). Any such 1.04. (b) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be payable in cash or other same-day fundsdelivered to the Company. All funds received upon the tender of Warrants Such payment shall be deposited made in cash, by the Warrant Agent for the bank wire transfer in immediately available funds to an account of the Company, unless otherwise instructed in writing designated by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. . (c) If fewer than all the Warrants represented by a this Warrant Certificate are surrendered, such this Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it in such name Person or names Persons as may be directed in writing by the Holder (subject to the terms hereof), and deliver the Company shall register the new Warrant Certificate to in the name of such Person or Persons entitled Persons. Any new Warrant Certificate shall be executed on behalf of the Company by its President, Chief Executive Officer, Chief Financial Officer or Secretary, either manually or by facsimile signature printed thereon. In case any Officer of the Company whose signature shall have been placed upon any Warrant Certificate shall cease to receive be such Officer of the same. Company before issue and delivery thereof, such Warrant Certificate may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such Officer of the Company. (d) Upon surrender of a this Warrant Certificate in conformity accordance with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent the Transfer Agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Company Common Stock or other securities or property (including any moneycash) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the HolderHolder (subject to the terms hereof), and shall deliver such evidence of ownership and any other securities or property (including any moneycash) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.92.03. Upon payment of the Exercise Price therefor, a the Holder (or its designee) shall be deemed to own and have all of the rights associated with any Underlying Company Common Stock or other securities or property (including moneycash) to which it is entitled pursuant to this Agreement Warrant Certificate upon the surrender of a this Warrant Certificate in accordance with the terms of this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant AgentCertificate.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 11.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) purchasable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any exercised; such payment of the Exercise Price shall may be payable made in cash or other same-day fundsby certified or official bank check payable to the order of the Company or by wire transfer to an account designated by the Company for such purpose. Any payment shall be made in care of the Warrant Agent at its corporate trust office address set forth in Section 11.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges Warrant Agent shall transmit the entire amount that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit it has received, without any deduction of funds held in those accounts from time to timeany wire, cable, service or other charges. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same; provided that such Holder (x) shall be responsible for the payment of any transfer taxes required as a result of any change in ownership of such Warrants and (y) must comply with Article VIII, and any other provision of this Agreement relating to transfer, with respect to any such requested registration or delivery involving such a change in ownership. Upon the exercise of any Warrants following the surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent shall cause the Company to transfer promptly to the Holder or, upon the written order of the Holder of such Warrant Certificate, appropriate evidence of ownership of any Common Shares or other securities or property to which the Holder is entitled as a result of exercise, registered or otherwise placed in such name or names as may be directed in writing by the Holder, and to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with and, at the Company's option, an amount in cash cash, in lieu of any fraction of a share fractional shares, as provided in Section 5.9. Upon 4.5 hereof; provided that the Holder of such Warrant (x) shall be responsible for the payment of any transfer taxes required as the Exercise Price therefor, a Holder shall be deemed result of any change in ownership of such Warrants or the issuance of such Common Shares other than to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that of such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction Warrants and (y) must comply with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer AssociationArticle VIII, and any other reasonable evidence provision of authority that may this Agreement relating to transfer, with respect to any such requested registration or delivery involving such a change in ownership. Upon the exercise of a Warrant or Warrants, the Company shall as promptly as practicable but not later than 14 Business Days after such exercise enter, or cause any transfer agent of the Common Shares to enter, the name of the person entitled to receive the Common Shares upon exercise of such Warrants into the Company's register of shareholders. Thereupon, the Company or the applicable transfer agent shall issue certificates (bearing the legend set forth in Section 11.10 hereof, if applicable, unless a registration statement with the Commission relating to such Common Shares shall then be required in effect or the Company and the Holder exercising such Warrants otherwise agree) for the necessary number of Common Shares to which said Holder is entitled and deliver such certificate to the Warrant Agent who in turn will deliver it to the Person entitled to receive the Common Shares. A Warrant shall be deemed by the Company to be exercised immediately prior to the close of business on the date of surrender for exercise, as provided above, of the Warrant AgentCertificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares upon such exercise shall receive the Common Shares such person would have been entitled to had it been the registered holder on such date, except for purposes of transferring the Common Shares or voting in a general shareholders' meeting, such Person shall, in its relation with the Company, be deemed to be the holder thereof only when such Common Shares are entered in the register of shareholders in the name of such person; provided, however, that, with respect to Warrants which have been exercised but for which the corresponding Common Shares have not been recorded in the register of shareholders, the provisions of Article IV shall continue to apply as if the number of Warrants held prior to exercise remained outstanding on the date of any action or event of the type giving rise to an adjustment under Article IV.

Method of Exercise; Payment of Exercise Price. In order ----------- --------------------------------------------- to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant is exercised; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is submitted surrendered to the Warrant Agent for exercise (subject to Section 3.6)exercise. Any such payment of Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or so surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) the new Warrant Certificate to the Person or Persons entitled to receive the same, together . Global Warrants will be exercised in accordance with an amount in cash in lieu the procedures of the Warrant Agent and the Depositary. Upon the exercise of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a signature guarantee Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from an eligible guarantor institution participating any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a signature guarantee program approved by registration statement with the Securities Transfer AssociationCommission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of stockholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and any other reasonable evidence of authority that may be required by the Warrant AgentAgent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrantany of the Tranche C Warrants, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant Tranche C Warrants to the Warrant Agent, Agent at its office of Shareowner Services set forth in Section 9.04 (with the form on the reverse of or attached to Subscription Form set forth in the Warrant Certificate duly executedexecuted with the signature of the Holder guaranteed), together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock as to which a Tranche C Warrant Certificate is submitted for exercise (subject exercised and any applicable taxes that GenTek is not required to pay pursuant to this Section 3.6). Any such payment 3.03, Sections 2.03(b) or 9.02 or Article V. Payment of the Exercise Price shall be made (or deemed made, in the case of a cashless exercise in accordance with clause (ii)), by the Holder (i) in United States currency by delivery of a certified check or bank cashier's check payable in cash to the order of GenTek, or other same-day funds. All by wire transfer of immediately available funds received upon the tender of Warrants shall be deposited to an account designated by the Warrant Agent for the account benefit of GenTek or (ii) by cancellation of such number of shares of Common Stock otherwise issuable to the Holder upon such exercise as shall be specified in such Subscription Form, so as to yield a number of shares of Common Stock such that the aggregate of the Companyfair market value attributable to such cancelled shares as of the date hereof shall equal the aggregate Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, unless otherwise instructed in writing which case such amount shall be deemed to have been paid to GenTek and the number of shares issuable upon such exercise shall be reduced by such specified number (such form of payment being a "Cashless Exercise"). Upon the exercise of any Tranche C Warrant, the Warrant Agent shall promptly provide written notice of such exercise to GenTek, including notice of the number of shares of Common Stock delivered upon the exercise of such Tranche A Warrant, and deliver all payments, if any, received upon exercise of such Tranche C Warrant to GenTek in such manner as GenTek shall instruct in writing. For purposes of a Cashless Exercise, fair market value shall be determined as follows: (a) if traded on a securities exchange, the fair market value shall be based upon the average of the closing prices over a five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (b) if traded on the over-the-counter bulletin board, the fair market value shall be based upon the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (c) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter bulletin board, the current fair market value shall be determined by the Company. The Company acknowledges that the bank accounts maintained in good faith. (b) A Holder may exercise all or any number of whole Tranche C Warrants represented by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to timea Warrant Certificate. If fewer less than all of the Tranche C Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered in conformity with the foregoing provisions and a new Tranche C Warrant Certificate executed by GenTek of the same tenor and for the whole number of Tranche C Warrants that which were not surrendered exercised shall be issued promptly be executed (and delivered in any event, within the timeframe included in the Securities and Exchange Commission guidelines relating to turnaround of the transfer of securities) by the Warrant Agent by the CompanyAgent. The Warrant Agent shall promptly (i) countersign the new such Warrant Certificate, (ii) register it such Warrant Certificate in such name or names as may be directed in writing by the Holder and (iii) deliver the new such Warrant Certificate to the Person or Persons entitled to receive the same. . (c) Upon the exercise of any Tranche C Warrant and the surrender of a the Warrant Certificate evidencing such Tranche C Warrant in conformity with the foregoing provisions, the Warrant Agent shall, subject to Section 9.02, (i) transfer promptly (and in any event, within the timeframe included in the Securities and Exchange Commission guidelines relating to turnaround of the transfer of securities) to or Computershare, as applicable, shall thereupon promptly notify per the Company, and the Company shall instruct its transfer agent to transfer to written instruction of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall (ii) deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, same (together with an amount in cash in lieu of any fraction of a share fractional shares as provided in Section 5.9. 4.05). (d) Upon the exercise of any Tranche C Warrant, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates for the necessary number of shares of Common Stock to which the Holder of such Tranche C Warrant may be entitled upon such exercise. (e) Any Tranche C Warrant which is exercised hereunder shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender, as provided above, of the Warrant Certificate representing such Tranche C Warrant, together with payment in full of the Exercise Price thereforand any applicable taxes that GenTek is not required to pay pursuant to this Section 3.03, a Holder shall be deemed Sections 2.03(b) or 9.02 or Article V, and, for purposes of this Agreement, the Person entitled to own and have all receive any shares of the rights associated with any Underlying Common Stock or other securities or property (including deliverable upon such exercise shall, as between such Person and GenTek, be deemed to be the Holder of such shares of Common Stock or other securities or property of record as of the close of business on such date and shall be entitled to receive, and GenTek shall deliver or cause to be delivered to such Person, any money) , shares of Common Stock or other securities or property to which it is he would have been entitled pursuant to this Agreement upon the surrender of had he been a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that record holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrantany of the Tranche A Warrants, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant Tranche A Warrants to the Warrant Agent, Agent at its office of Shareowner Services set forth in Section 9.04 (with the form on the reverse of or attached to Subscription Form set forth in the Warrant Certificate duly executedexecuted with the signature of the Holder guaranteed), together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock as to which a Tranche A Warrant Certificate is submitted for exercise (subject exercised and any applicable taxes that GenTek is not required to pay pursuant to this Section 3.6). Any such payment 3.03, Sections 2.03(b) or 9.02(a) or Article V. Payment of the Exercise Price shall be made (or deemed made, in the case of a cashless exercise in accordance with clause (ii)), by the Holder (i) in United States currency by delivery of a certified check or bank cashier's check payable in cash to the order of GenTek, or other same-day funds. All by wire transfer of immediately available funds received upon the tender of Warrants shall be deposited to an account designated by the Warrant Agent for the account benefit of GenTek or (ii) by cancellation of such number of shares of Common Stock otherwise issuable to the Holder upon such exercise as shall be specified in such Subscription Form, so as to yield a number of shares of Common Stock such that the aggregate of the Companyfair market value attributable to such cancelled shares as of the date hereof shall equal the aggregate Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, unless otherwise instructed in writing which case such amount shall be deemed to have been paid to GenTek and the number of shares issuable upon such exercise shall be reduced by such specified number (such form of payment being a "Cashless Exercise"). Upon the exercise of any Tranche A Warrant, the Warrant Agent shall promptly provide written notice of such exercise to GenTek, including notice of the number of shares of Common Stock delivered upon the exercise of such Tranche A Warrant, and deliver all payments, if any, received upon exercise of such Tranche A Warrant to GenTek in such manner as GenTek shall instruct in writing. For purposes of a Cashless Exercise, fair market value shall be determined as follows: (a) if traded on a securities exchange, the fair market value shall be based upon the average of the closing prices over a five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (b) if traded on the over-the-counter bulletin board, the fair market value shall be based upon the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (c) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter bulletin board, the current fair market value shall be determined by the Company. The Company acknowledges that the bank accounts maintained in good faith. (b) A Holder may exercise all or any number of whole Tranche A Warrants represented by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to timea Warrant Certificate. If fewer less than all of the Tranche A Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered in conformity with the foregoing provisions and a new Tranche A Warrant Certificate executed by GenTek of the same tenor and for the whole number of Tranche A Warrants that which were not surrendered exercised shall be issued promptly be executed (and delivered in any event, within the timeframe included in the Securities and Exchange Commission guidelines relating to turnaround of the transfer of securities) by the Warrant Agent by the CompanyAgent. The Warrant Agent shall promptly (i) countersign the new such Warrant Certificate, (ii) register it such Warrant Certificate in such name or names as may be directed in writing by the Holder and (iii) deliver the new such Warrant Certificate to the Person or Persons entitled to receive the same. . (c) Upon the exercise of any Tranche A Warrant and the surrender of a the Warrant Certificate evidencing such Tranche A Warrant in conformity with the foregoing provisions, the Warrant Agent shall, subject to Section 9.02, (i) transfer promptly (and in any event, within the timeframe included in the Securities and Exchange Commission guidelines relating to turnaround of the transfer of securities) to or Computershare, as applicable, shall thereupon promptly notify per the Company, and the Company shall instruct its transfer agent to transfer to written instruction of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall (ii) deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, same (together with an amount in cash in lieu of any fraction of a share fractional shares as provided in Section 5.9. 4.05). (d) Upon the exercise of any Tranche A Warrant, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates for the necessary number of shares of Common Stock to which the Holder of such Tranche A Warrant may be entitled upon such exercise. (e) Any Tranche A Warrant which is exercised hereunder shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender, as provided above, of the Warrant Certificate representing such Tranche A Warrant, together with payment in full of the Exercise Price thereforand any applicable taxes that GenTek is not required to pay pursuant to this Section 3.03, a Holder shall be deemed Sections 2.03(b) or 9.02(a) or Article V, and, for purposes of this Agreement, the Person entitled to own and have all receive any shares of the rights associated with any Underlying Common Stock or other securities or property (including deliverable upon such exercise shall, as between such Person and GenTek, be deemed to be the Holder of such shares of Common Stock or other securities or property of record as of the close of business on such date and shall be entitled to receive, and GenTek shall deliver or cause to be delivered to such Person, any money) , shares of Common Stock or other securities or property to which it is he would have been entitled pursuant to this Agreement upon the surrender of had he been a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that record holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office set forth in Section 12.5 hereof, with the form on the reverse of or attached to Subscription Form set forth in the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share or other securities or property issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a Warrant Certificate is submitted for exercise (subject to Section 3.6). Any exercised; such payment may be made (x) in the form of the Exercise Price shall be payable in cash or other same-day fundsby certified or official bank check payable to the order of Newco or (y) as permitted pursuant to the proviso in Section 3.1. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to Newco by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to timeNewco. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not surrendered exercised shall promptly be executed by Newco and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder Holder, and shall deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon exercise of any Warrants following surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent Newco to transfer promptly to or upon the written order of the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock Shares or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall to deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share fractional shares as provided in Section 5.9. Upon 4.5 hereof; provided that the Holder of such Warrant shall be responsible for the payment of any transfer taxes required as the Exercise Price therefor, a Holder shall be deemed to own and have all result of any change in ownership of such Warrants or the rights associated with any Underlying issuance of such Common Stock Shares or other securities or property (including money) other than to which it is entitled pursuant to this Agreement upon the surrender registered owner of such Warrants. Upon exercise of a Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.11, if applicable) for the necessary number of shares to which the Holder of the Warrant or Warrants may be entitled. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate in accordance with representing such Warrant and, for all purposes of this Agreement. If , the Person entitled to receive any Common Shares or other securities or property deliverable upon such exercise shall, as between such Person and Newco, be deemed to be the Holder shall direct that of such Common Shares or other securities be registered in a name other than that or property of record as of the Holder, close of business on such direction date and shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Associationentitled to receive, and the Warrant Agent shall deliver to such Person, any money, Common Shares or other reasonable evidence securities or property to which he would have been entitled had he been the record holder on such date. Without limiting the foregoing, if, at the date referred to above, the transfer books for the Common Shares or other securities purchasable upon the exercise of authority the Warrants shall be closed, the certificates for the Common Shares or securities in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened, and until such date Newco shall be under no duty to deliver any certificate for such Common Shares or other securities; provided further that may be the transfer books or records, unless required by the Warrant Agentlaw, shall not be closed at any one time for a period longer than 20 days.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrant, the Holder thereof must (i) surrender the Warrant Certificate evidencing such Warrant to the Warrant AgentCompany, with the form on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment and (ii) pay in full of the Exercise Price then in effect for the shares of Underlying Common Series F Preferred Stock as to which a Warrant Certificate is submitted for exercise in the manner provided in Section 3.4(b). (subject to Section 3.6). Any such payment b) The Holder of the applicable Warrant shall, within three (3) Business Days of the exercise of a Warrant, pay the Exercise Price shall be payable in cash or other same-day funds. All funds received upon the tender of Warrants shall be deposited by the Warrant Agent for the account of the Company, unless otherwise instructed in writing by full to the Company. The Such payment shall be made in cash, by bank wire transfer in immediately available funds to an account designated by the Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. advance thereof. (c) If fewer than all of the Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for representing the number of Warrants that were not surrendered exercised shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it in such name Person or names Persons as may be directed in writing by the Holder (subject to the terms hereof), and deliver the Company shall register the new Warrant Certificate to in the name of such Person or Persons entitled to receive the same. Persons. (d) Upon surrender of a Warrant Certificate in conformity accordance with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer promptly issue the Underlying Securities, in book-entry form, to the Holder of such Warrant Certificate appropriate Certificate, and shall, upon the request of such Holder, deliver evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a such Holder shall be deemed to own and have all of the rights associated with any the Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this AgreementSecurities. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant AgentSECTION 3.5.

Method of Exercise; Payment of Exercise Price. (a) In order to exercise a Warrantany of the Tranche B Warrants, the Holder thereof must surrender the Warrant Certificate evidencing such Warrant Tranche B Warrants to the Warrant Agent, Agent at its office of Shareowner Services set forth in Section 9.04 (with the form on the reverse of or attached to Subscription Form set forth in the Warrant Certificate duly executedexecuted with the signature of the Holder guaranteed), together with any required payment in full of the Exercise Price then in effect for the shares each share of Underlying Common Stock as to which a Tranche B Warrant Certificate is submitted for exercise (subject exercised and any applicable taxes that GenTek is not required to pay pursuant to this Section 3.6). Any such payment 3.03, Sections 2.03(b) or 9.02 or Article V. Payment of the Exercise Price shall be made (or deemed made, in the case of a cashless exercise in accordance with clause (ii)), by the Holder (i) in United States currency by delivery of a certified check or bank cashier's check payable in cash to the order of GenTek, or other same-day funds. All by wire transfer of immediately available funds received upon the tender of Warrants shall be deposited to an account designated by the Warrant Agent for the account benefit of GenTek or (ii) by cancellation of such number of shares of Common Stock otherwise issuable to the Holder upon such exercise as shall be specified in such Subscription Form, so as to yield a number of shares of Common Stock such that the aggregate of the Companyfair market value attributable to such cancelled shares as of the date hereof shall equal the aggregate Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, unless otherwise instructed in writing which case such amount shall be deemed to have been paid to GenTek and the number of shares issuable upon such exercise shall be reduced by such specified number (such form of payment being a "Cashless Exercise"). Upon the exercise of any Tranche B Warrant, the Warrant Agent shall promptly provide written notice of such exercise to GenTek, including notice of the number of shares of Common Stock delivered upon the exercise of such Tranche A Warrant, and deliver all payments, if any, received upon exercise of such Tranche B Warrant to GenTek in such manner as GenTek shall instruct in writing. For purposes of a Cashless Exercise, fair market value shall be determined as follows: (a) if traded on a securities exchange, the fair market value shall be based upon the average of the closing prices over a five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (b) if traded on the over-the-counter bulletin board, the fair market value shall be based upon the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending with the third business day before the day the current fair market value of the securities is being determined; or (c) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ system or the over-the-counter bulletin board, the current fair market value shall be determined by the Company. The Company acknowledges that the bank accounts maintained in good faith. (b) A Holder may exercise all or any number of whole Tranche B Warrants represented by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to timea Warrant Certificate. If fewer less than all of the Tranche B Warrants represented by a Warrant Certificate are surrenderedexercised, such Warrant Certificate shall be surrendered in conformity with the foregoing provisions and a new Tranche B Warrant Certificate executed by GenTek of the same tenor and for the whole number of Tranche B Warrants that which were not surrendered exercised shall be issued promptly be executed (and delivered in any event, within the timeframe included in the Securities and Exchange Commission guidelines relating to turnaround of the transfer of securities) by the Warrant Agent by the CompanyAgent. The Warrant Agent shall promptly (i) countersign the new such Warrant Certificate, (ii) register it such Warrant Certificate in such name or names as may be directed in writing by the Holder and (iii) deliver the new such Warrant Certificate to the Person or Persons entitled to receive the same. . (c) Upon the exercise of any Tranche B Warrant and the surrender of a the Warrant Certificate evidencing such Tranche B Warrant in conformity with the foregoing provisions, the Warrant Agent shall, subject to Section 9.02, (i) transfer promptly (and in any event, within the timeframe included in the Securities and Exchange Commission guidelines relating to turnaround of the transfer of securities) to or Computershare, as applicable, shall thereupon promptly notify per the Company, and the Company shall instruct its transfer agent to transfer to written instruction of the Holder of such Warrant Certificate Certificate, appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder it is entitled, registered or otherwise placed in, or payable to the order of, in such name or names as may be directed in writing by the Holder, and shall (ii) deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, same (together with an amount in cash in lieu of any fraction of a share fractional shares as provided in Section 5.9. 4.05). (d) Upon the exercise of any Tranche B Warrant, the Warrant Agent is hereby authorized and directed to requisition from any transfer agent of the Common Stock (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates for the necessary number of shares of Common Stock to which the Holder of such Tranche B Warrant may be entitled upon such exercise. (e) Any Tranche B Warrant which is exercised hereunder shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender, as provided above, of the Warrant Certificate representing such Tranche B Warrant, together with payment in full of the Exercise Price thereforand any applicable taxes that GenTek is not required to pay pursuant to this Section 3.03, a Holder shall be deemed Sections 2.03(b) or 9.02 or Article V, and, for purposes of this Agreement, the Person entitled to own and have all receive any shares of the rights associated with any Underlying Common Stock or other securities or property (including deliverable upon such exercise shall, as between such Person and GenTek, be deemed to be the Holder of such shares of Common Stock or other securities or property of record as of the close of business on such date and shall be entitled to receive, and GenTek shall deliver or cause to be delivered to such Person, any money) , shares of Common Stock or other securities or property to which it is he would have been entitled pursuant to this Agreement upon the surrender of had he been a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that record holder on such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agentdate.

Method of Exercise; Payment of Exercise Price. In order to --------------------------------------------- exercise a Warrant, the a Holder thereof must surrender the Warrant Certificate evidencing such Warrant to the Warrant AgentCompany, with one of the form forms on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for the shares share of Underlying Common Preferred Stock as to which a such Warrant Certificate is submitted for exercise (subject to Section 3.6)exercise. Any such payment of the Exercise Price shall be by certified or official bank check or checks payable in cash New York Clearing House or other samesimilar next-day funds. All funds received upon payable to the tender of Warrants shall be deposited by the Warrant Agent for the account order of the Company, unless otherwise instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Warrant Agent by the Company. The Warrant Agent Subject to the transfer restrictions set forth in Section 8, the Company shall promptly countersign the register such new Warrant Certificate, register it Certificate in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the such Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares (including fractions thereof) of Underlying Common Preferred Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may be required by the Warrant Agent.

Method of Exercise; Payment of Exercise Price. In ------------ --------------------------------------------- order to exercise all or any of the Warrants represented by a WarrantWarrant Certificate, the Holder thereof must surrender for exercise the Warrant Certificate evidencing such Warrant to the Warrant AgentAgent at its corporate trust office address set forth in Section 12.5 hereof, with the form Subscription Form set forth on the reverse of or attached to the Warrant Certificate duly executed, together with any required payment in full of the Exercise Price then in effect for each Common Share (or other securities) issuable upon exercise of the shares of Underlying Common Stock Warrants as to which a the Warrant Certificate is submitted surrendered for exercise (subject to Section 3.6). Any exercise; such payment may be made in cash or by certified or official bank or bank cashier's check payable to the order of the Company and shall be made to the Warrant Agent at its corporate trust office address set forth in Section 12.5 hereof prior to the close of business on the date the Warrant Certificate is surrendered to the Warrant Agent for exercise. Notwithstanding the foregoing, the Exercise Price shall may be payable in cash or other same-day fundspaid by surrendering additional Warrants to the Warrant Agent having an aggregate Spread equal to the aggregate Exercise Price of the Warrants being exercised. All funds payments received upon the tender exercise of Warrants shall be deposited delivered to the Company by the Warrant Agent for the account of the Company, unless otherwise as instructed in writing by the Company. The Company acknowledges that the bank accounts maintained by Computershare in connection with its performance under this Agreement will be in Computershare’s name and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. If fewer less than all the Warrants represented by a Warrant Certificate are surrenderedexercised or surrendered (in connection with a cashless exercise), such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that which were not exercised or so surrendered shall promptly be executed by the Company and delivered to the Warrant Agent by and the Company. The Warrant Agent shall promptly countersign the new Warrant Certificate, register it registered in such name or names as may be directed in writing by the Holder and deliver the new Warrant Certificate to the Person or Persons entitled to receive the same. Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Warrant Agent or Computershare, as applicable, shall thereupon promptly notify the Company, and the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Common Stock or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) the new Warrant Certificate to the Person or Persons entitled to receive the same, together . Global Warrants will be exercised by accordance with an amount in cash in lieu the procedures of the Warrant Agent and the Depositary. Upon the exercise of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Common Stock or other securities or property (including money) to which it is entitled pursuant to this Agreement upon Warrants following the surrender of a Warrant Certificate in accordance conformity with this Agreement. If the foregoing provisions, the Warrant Agent shall instruct the Company to transfer promptly to the Holder shall direct that or, upon the written order of the Holder of such securities Warrant Certificate, appropriate evidence of ownership of any Common Shares or other security or property to which it is entitled as a result of such exercise, registered or otherwise placed in such name or names as may be registered directed in a name other than that of writing by the Holder, and to deliver such direction evidence of ownership to the Person or Persons entitled to receive the same and fractional shares, if any, or an amount in cash, in lieu of any fractional shares, if any, as provided in Section 4.5 hereof; provided that the Holder of such Warrant shall be tendered responsible for the payment of any transfer taxes required as the result of any change in conjunction ownership of such Warrants or the issuance of such Common Shares other than to the Holder of such Warrants and any such transfer shall comply with applicable law. Upon the exercise of a signature guarantee Warrant or Warrants, the Warrant Agent is hereby authorized and directed to requisition from an eligible guarantor institution participating any transfer agent of the Common Shares (and all such transfer agents are hereby irrevocably authorized to comply with all such requests) certificates (bearing the legend set forth in Section 12.10 hereof, if applicable, unless a signature guarantee program approved by registration statement with the Securities Transfer AssociationCommission relating to such Common Shares shall then be in effect or the Company and the Holder exercising such Warrant or Warrants otherwise agree) for the necessary number of Common Shares to which said Holder may be entitled. The Company shall enter, or shall cause any transfer agent of the Common Shares to enter, the name of the Person entitled to receive the Common Shares upon exercise of the Warrants into the Company's register of shareholders within 14 days of such exercise. A Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the surrender for exercise, as provided above, of the Warrant Certificate representing such Warrant and, for all purposes under this Agreement, the Person entitled to receive any Common Shares deliverable upon such exercise shall, as between such Person and the Company, be deemed to be the Holder of such Common Shares of record as of the close of business on such date and shall be entitled to receive, and any other reasonable evidence of authority that may be required by the Warrant AgentAgent shall deliver to such Person, any Common Shares to which such Person would have been entitled had such Person been the registered holder on such date.