Common use of Warrants Clause in Contracts

Warrants. As of the Effective Time, each outstanding warrant (a "Warrant") to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise of Warrants.

Warrants. As Each whole warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the terms of the Effective TimeWarrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of our common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the completion of the Business Combination at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We are not obligated to deliver any shares of our common stock pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of our common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis (unless permitted by us in certain circumstances specified in the Warrant Agreement), and we are not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of our common stock underlying such unit. Redemption of Warrants for Cash when the price per share of our common stock equals or exceeds $10.00 Once the warrants become exercisable, we may call the warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of shares of our common stock except as otherwise described below; and • if, and only if, the closing price of our common stock equals or exceeds $10.00 per public share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within the thirty (30)-trading day period ending three trading days before we send the notice of redemption to the warrant holders. Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of our common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of shares of our common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of shares of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each outstanding warrant (a "Warrant") to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section the table below. We will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-Dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and except that (A) each such Warrant the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be exercisable for that adjusted in the same manner and at the same time as the number of whole Acquiror Shares equal shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the product fifth paragraph under the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-Dilution Adjustments” and the denominator of which is $10.00 and (xb) in the aggregate case of an adjustment pursuant to the second paragraph under the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment. Redemption Date Fair Market Value of Our Common Stock (period to expiration of warrants) $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Common Stock our common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of shares of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such Warrant was time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of our common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of shares of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of our common stock for each whole warrant. In no event will the warrants be exercisable multiplied on a cashless basis in connection with this redemption feature for more than 0.361 shares of our common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by (y) the Exchange Ratio; providedus pursuant to this redemption feature, however, that no Warrant shall since they will not be exercisable for a fractional Acquiror Shareany shares of our common stock. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, and the holder of a Warrant exercisable which typically only provide for a fractional Acquiror Share shall redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be entitled to receiveredeemed when the shares of our common stock are trading at or above $10.00 per public share, upon exercise thereof, an offset against which may be at a time when the aggregate trading price of shares of our common stock is below the exercise price of the Warrant being warrants. This redemption feature provides flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of Warrants for Cash when the price per share of our common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of the CTAC initial public offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised therewithor redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would presumably redeem the warrants in this manner when we believes it is in our best interest to update its capital structure to remove the warrants and pay the redemption price to the warrant holders. As stated above, we can redeem the warrants when the shares of our common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will presumably provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of our common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of our common stock than they would have received if they had chosen to wait to exercise their warrants for shares of common stock if and when such offset to shares of our common stock were trading at a price higher than the exercise price of $11.50. No fractional shares of our common stock will be determined by multiplying the fraction of an Acquiror Share to which issued upon exercise. If, upon exercise, a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warranta fractional interest in a share, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal we will round down to the aggregate exercise price nearest whole number of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall shares of our common stock to be exercisable as determined in accordance with the preceding clause (A), rounded issued to the next highest whole cent, if necessaryholder. Acquiror shall, on behalf We will use commercially reasonable efforts to register under the Securities Act the shares of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery our common stock issuable upon the exercise of Warrantsthe warrants.

Warrants. As of All warrants (the Effective Time, each “Company Warrants”) outstanding warrant (a "Warrant") to purchase that are exercisable for shares of Company Common Stock, other than Company Warrants that in the aggregate are exercisable for no more than 100,000 shares of Company Common Stock (the “Permitted Warrants”), shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately exercised prior to the Effective Time. If a Company Warrant is exercised, except whether before or after the Effective Time, the holder thereof may elect to relinquish a portion of the shares (having equivalent value) subject to such Warrant in lieu of paying the cash exercise price for shares received upon such exercise. At the Effective Time, the Permitted Warrants shall, by virtue of the Merger and without any further action on the part of Company or the holder thereof, be assumed by Parent. From and after the Effective Time, all references to Company in the Permitted Warrants and the agreements governing the Permitted Warrants shall be deemed to refer to Parent. Each Company Permitted Warrant assumed by Parent (each, a “Substitute Warrant”) shall be exercisable upon the same terms and conditions as set forth in this Section and under the agreement governing such warrant, except that (A) each such Substitute Warrant shall be immediately exercisable for for, and represent the right to acquire, that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Parent Common Stock for which (rounded down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Substitute Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, Ratio and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant share of Parent Common Stock shall be an amount equal to the aggregate exercise price per share of Company Common Stock subject to such Substitute Warrant at in effect immediately prior to the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable Exchange Ratio (the exercise price per share, as determined in accordance with the preceding clause (A)so determined, being rounded upward to the next highest whole nearest full cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise of Warrants).

Warrants. As of The Loan & Backstop Warrants and the Effective TimeFinancing Unit Warrants, each outstanding warrant (a "Warrant") to purchase and the shares of Common Stock shall be converted into a warrant issuable upon exercise thereof, have been duly authorized by all necessary action on the part of Borrower and no further consent or action is required by the Borrower, or its Board or stockholders in connection therewith, other than, in the case of the Financing Unit Warrants, Stockholder Approval to acquire Acquiror Shares, as provided in this Section. Following increase the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal authorized shares of Common Stock under the Borrower’s Organizational Documents in order to permit the product exercise of (x) the aggregate Financing Unit Warrants. Borrower has reserved the number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) underlying the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and Loan & Backstop Warrants to permit the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon full exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewithLoan & Backstop Warrants by HCP-FVA. Buyer shall, such offset subject to be determined by multiplying the fraction receipt of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such WarrantStockholder Approval, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by reserve the number of Acquiror Shares for which such Warrant shall be exercisable as determined shares of Common Stock underlying the Financing Unit Warrants to permit the full exercise of the Financing Unit Warrants by Lenders. As of the Closing Date, the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants, when so issued in accordance with the preceding clause terms of the Loan & Backstop Warrants and the Financing Unit Warrants (Aas applicable), rounded will be, validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the next highest whole centissuance thereof. As of the Closing Date, if necessary. Acquiror shallthe Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) have been, on behalf and the shares of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery Common Stock issuable upon the exercise of Warrantsthe Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) when so issued in accordance with their terms will be, issued in compliance with applicable securities laws, rules and regulations. Borrower confirms that the Initial Loan & Backstop Warrants issued to HCP-FVA in connection with the Original Loan (and the shares of Common Stock of Borrower issuable upon exercise thereof) are not subject to cancellation and shall remain outstanding following the Closing Date. The capitalization of Borrower assuming (i) the purchase by HCP-FVA of twenty-five percent (25%) of the Units in the Financing and the purchase by other Eligible Stockholders of seventy-five percent (75%) of the Units in the Financing is set forth on Schedule 9.29(A) and (ii) the purchase by HCP-FVA of seventy-five percent (75%) of the Units in the Financing and no purchase of Units by other Eligible Stockholders is set forth on Schedule 9.29(B).

Warrants. As of the Effective Time, each outstanding warrant (a "Warrant") Subject to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of hereof, at the Closing, the Company shall issue and deliver to each agreement pursuant Purchaser: (a) a warrant in substantially the form attached hereto as EXHIBIT E to which such Warrant was subject immediately prior purchase up to the Effective Time, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price number of Series A Closing Shares purchased under this Agreement by such Warrant Purchaser at the Effective Time Closing divided by the Closing Discounted Common Stock Price (as defined in the Series A Designation (the "CLOSING DISCOUNTED COMMON STOCK PRICE"), such warrant to be exercisable at an exercise price per share equal to the Closing Discounted Common Stock Price (each, a "SERIES A CLOSING WARRANT"), (b) a warrant in substantially the form attached hereto as EXHIBIT F to purchase up to that number of Acquiror shares of Common Stock equal to the aggregate number of Series A-1 Purchased Shares for which purchased under this Agreement by such Warrant shall Purchaser at the Closing divided by the Closing Discounted Common Stock Price, such warrant to be exercisable at an exercise price per share equal to the Closing Discounted Common Stock Price, and to become exercisable only upon the occurrence of certain events as determined in accordance with identified therein (each, a "SERIES A-1 CLOSING WARRANT"; the preceding clause (ASeries A Closing Warrants and the Series A-1 Closing Warrants are referred to collectively herein as the "CLOSING WARRANTS"), rounded and (c) a warrant in substantially the form attached hereto as EXHIBIT G to purchase up to that number of shares of Common Stock equal to (i) one million (1,000,000), multiplied by (ii) the percentage of the number of Series A Closing Shares and Series A-1 Purchased Shares purchased by such Purchaser at the Closing, such warrant to be exercisable at an exercise price per share equal to the next highest whole centClosing Discounted Common Stock Price, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary and to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery become exercisable only upon the occurrence of certain events as identified therein (each, a "CONTINGENT WARRANT"). The shares of Common Stock issuable upon exercise of Warrantsthe Closing Warrants are referred to herein as the "CLOSING WARRANT SHARES" and the shares of Common Stock issuable upon exercise of the Contingent Warrants are referred to herein as the "CONTINGENT WARRANT SHARES."

Warrants. As consideration for the Third Amendment, the Borrower agrees that on each date set forth on the attached SCHEDULE B, in the event that the Total Facility Commitment is not permanently reduced to the amount set forth with respect to such date on such SCHEDULE B, the Borrower shall automatically issue to each of the Effective Time, Banks a warrant to purchase common stock of the Borrower in the form attached hereto as EXHIBIT I (each outstanding warrant (a "WARRANT"), exercisable for the number of Warrant Shares (as defined in the Warrant") equal to purchase such Bank's PRO RATA share (in accordance with such Bank's Commitment Percentage of the Total Facility Commitment) of the number of Warrant Shares that, when combined with the cumulative number of Warrant Shares for which all Warrants theretofore issued to the Banks would be exercisable, would equal the percentage of the outstanding shares of the Borrower's common stock on such date (assuming issuance of all shares of common stock issuable upon exercise of all outstanding options, warrants and other rights and upon conversion of all outstanding convertible securities) set forth on such SCHEDULE B for the respective date, regardless of whether the Borrower had failed or succeeded in reducing the Total Facility Commitment to the level set forth on such SCHEDULE B with respect to any prior date. For purposes of determining whether the Total Facility Commitment has been permanently reduced to the amount set forth with respect to each date set forth on SCHEDULE B, amounts in respect of Amendment Fee or Overadvance Fees paid from proceeds of an Asset Sale (including without limitation a capitalization event) in advance of the scheduled installment payment date or Revolving Credit or Acquisition Loan Maturity Date, as applicable, shall be deemed to have been applied to permanently reduce the Total Facility Commitment. The Borrower shall enter into a Registration Rights Agreement with the Banks in form and substance satisfactory to the Agent and the Banks within fourteen (14) days after the Effective Date. The Borrower shall be obligated to file on the terms set forth in such Registration Rights Agreement, within thirty (30) days after the Effective Date of the Third Amendment, a registration statement with the Securities and Exchange Commission with respect to the resale of the Warrant Shares by the Banks and shall use its commercially reasonable efforts to have the Securities and Exchange Commission prepared to declare such registration statement effective by June 30, 2000, including filing all amendments necessary to reflect changes in the Borrower's Circumstances. The Borrower needs not request acceleration of effectiveness until Warrants have been issued, at which time the Borrower will use its commercially reasonable efforts to have the registration statement declared effective. Assuming it has used its commercially reasonable efforts and continues to do so, the failure of such registration statement to become effective shall not constitute a Default or Event of Default under the Credit Agreement or this Third Amendment. The Borrower will at all times maintain sufficient authorized but unissued shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Sectionreserved for issuance upon exercise of the Warrants. Following On the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions date of issuance of each agreement pursuant to which such Warrant was subject immediately prior to of the Effective TimeWarrants, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal have been duly and validly issued to the product respective Bank. The Warrant Shares will be duly and validly issued, fully paid and nonassessable upon issuance by the Borrower and payment of (x) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined therefor in accordance with the preceding clause (A), rounded to provisions of the next highest whole cent, if necessaryWarrants. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the Upon exercise of the Warrants, and the delivery by the Borrower of stock certificates representing Warrant Shares, all in accordance with the terms of the Warrants, lawful and valid title to each of such Warrant Shares will be conveyed to and vested in the Banks, free and clear of all restrictions and other liens and encumbrances, except the agreements, restrictions and other liens and encumbrances (if any) imposed by the Third Amendment, the Warrants and applicable law.

Warrants. As of Each Target Warrant, to the extent outstanding at -------- the Effective Time, each outstanding warrant (a "Warrant") to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following whether or not exercisable and whether or not vested at the Effective Time, each Warrant shall continue to have, and shall be subject to, remain outstanding at the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to Effective Time. At the Effective Time, except Target Warrants shall, by virtue of the Merger and without any further action on the part of Target or the holder of any of Target Warrants (unless further action may be required by the terms of any of Target Warrants), be assumed by Acquiror pursuant to such documentation as set forth in this Section is reasonably acceptable to Acquiror and each Target Warrant assumed by Acquiror shall be exercisable upon the same terms and conditions as under the applicable warrant agreements with respect to such Target Warrants, except that (A) each such Target Warrant shall be exercisable for that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Acquiror Common Stock for (rounded down to the nearest whole share) into which the number of shares of Target Common Stock subject to such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Target Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrantconverted under Section 2.1(c), and (B) the exercise at a price per Acquiror Share issuable pursuant share (rounded up to such Warrant shall be the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Target Common Stock purchasable pursuant to such Target Warrant at the Effective Time divided by (ii) the number of full shares of Acquiror Shares for which Common Stock deemed purchasable pursuant to such Target Warrant shall be exercisable as determined in accordance with the preceding clause (Aforegoing. Each Target Warrant that is assumed shall also represent the right to receive the applicable Per Share Cash for each such share of Acquiror Common Stock issuable upon exercise of such assumed Target Warrant in accordance with this Section 6.4(d), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise From and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time Time, all references to Target in the warrant agreements underlying Target Warrants shall be deemed to refer to Acquiror. Acquiror further agrees that, notwithstanding any other term of this Section 6.4(d) to the contrary, if required under the terms of Target Warrants or if otherwise appropriate under the terms of Target Warrants, it will execute a supplemental agreement with an appropriate warrant agreement or amendment the holders of Target Warrants to existing warrant agreementeffectuate the foregoing. No payment shall be made for fractional shares. Acquiror shall take all corporate action reasonably necessary (i) on or prior to the Effective Time, reserve for issuance a sufficient the number of shares of Acquiror Shares for delivery Common Stock that will become subject to warrants to purchase Acquiror Common Stock ("Acquiror Warrants") pursuant to this Section 6.4(d), (ii) from and after the Effective Time, upon the exercise of Warrantsthe Acquiror Warrants in accordance with the terms thereof, make available for issuance all shares of Acquiror Common Stock covered thereby and (iii) as promptly as practicable following the Effective Time, issue to each holder of an outstanding Target Warrant a document evidencing the foregoing assumption by Acquiror.

Warrants. As of Immediately prior to the Effective Time, each outstanding warrant Closing (a "Warrant") and subject to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions hereof), the Company shall cause each holder of Warrants set forth on Section 1.05 of the Disclosure Schedules attached hereto to cancel and deliver to the Company for cancellation all Warrants held by such Person in exchange for the Warrant Cancellation Payments to be made by the Company on the Closing Date, in each agreement case pursuant to which an executed warrant cancellation agreement substantially in the form of Exhibit A attached hereto (the "Warrant Cancellation Agreements"). Buyer shall cause the Company to make such Warrant was subject immediately prior to Cancellation Payments concurrently with the Effective Timeconsummation of the Closing. For purposes hereof, except as set forth in this Section and except that (A) each such the "Common Warrant shall be exercisable for that number of whole Acquiror Shares Cancellation Payments" means an amount equal to the product of (xi) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) subject to the Exchange Ratio; providedWarrant, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against times the aggregate exercise price amount the holders of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be have been entitled to receive under Section 1.02(b) assuming the Warrant had been exercised as of the Closing, minus (ii) the aggregate amount of the applicable exercise prices per share of Common subject to such Warrant. For purposes hereof, the "Preferred Warrant Cancellation Payments" means an amount equal to (i) the aggregate number of shares of Preferred subject to the Warrant, times the excess aggregate amount the holders of the closing price Warrant would have been entitled to receive under Section 1.02(a) assuming the Warrant had been exercised as of the Acquiror Share as reported on Closing, minus (ii) the NYSE on aggregate amount of the date applicable exercise prices per share of exercise over the exercise price of Preferred subject to such Warrant, . The Common Warrant Cancellation Payments and (B) the exercise price per Acquiror Share issuable pursuant Preferred Warrant Cancellation Payments are referred to such collectively herein as the "Warrant Cancellation Payments." The Common Warrant Cancellation Payments shall be equal subject to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable Purchase Price True-Up Holdback as determined in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise of Warrantsdescribed herein.

Warrants. As The form of the Effective Time, each outstanding warrant certificate representing Warrants (a "Warrant") and the form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except substantially as set forth in this Section Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and except that (A) each such non-assessable share of Common Stock at an initial purchase price of $_____ per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall be exercisable for that number expire. The exercise price of whole Acquiror Shares equal to the product of (x) Warrants and the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) issuable upon the Exchange Ratio; providedexercise of the Warrants are subject to adjustment, however, that no Warrant shall be exercisable for a fractional Acquiror Share, whether or not the Representative's Warrants have been exercised and the holder Warrants have been issued, in the manner and upon the occurrence of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price events set forth in Section 8 of the Warrant being exercised therewithAgreement, such offset which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to be determined by multiplying the fraction provisions of an Acquiror Share to which a this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of a Warrant would be entitled such Warrants shall have the right to receive times purchase from the excess of Company (and the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant Company shall issue to such Warrant shall be equal registered holders) up to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant shall be exercisable as Agreement, and pays the applicable exercise price, determined in accordance with the preceding clause (Aterms of the Warrant Agreement. Upon exercise of the Warrants, the Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants underlying the Representative's Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), rounded the Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the next highest whole centWarrants have been exercised, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary any and all notices required by the Warrant Agreement to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment be sent to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise holders of Warrants.

Warrants. As of At the Effective Time, each outstanding warrant (a "Warrant") to purchase shares of Company Common Stock that is then outstanding (the "Company Warrants") shall be converted assumed by Parent in accordance with the terms (as in effect on the date hereof) of the agreement or instrument by which such Company Warrant is evidenced. All rights with respect to Company Common Stock under outstanding Company Warrants shall thereupon be converted, subject to the provisions hereof, into a warrant rights with respect to acquire Acquiror Shares, as provided in this SectionParent Class A Common Stock. Following From and after the Effective Time, (i) each Company Warrant assumed by Parent (collectively, the "Assumed Warrants") may be exercised solely for shares of Parent Class A Common Stock, (ii) the number of shares of Parent Class A Common Stock subject to each such Assumed Warrant shall continue be equal to have, and shall be subject to, the terms and conditions number of each agreement shares of Parent Class A Common Stock which the holder of such Assumed Warrant would have received pursuant to which Section 1.5, without giving effect to any adjustment to the Share Consideration pursuant to Section 1.5(f), in exchange for the shares of Company Common Stock subject to such Assumed Warrant was subject if such Assumed Warrant had been exercised immediately prior to the Effective Time, except as set forth in this Section and except that (Aiii) the per share exercise price for the Parent Class A Common Stock issuable upon exercise of each such Assumed Warrant shall be exercisable for that number determined by dividing the exercise price per share of whole Acquiror Shares equal Company Common Stock subject to such Assumed Warrant, as in effect immediately prior to the product Effective Time, by a fraction the numerator of (x) which is the aggregate number of shares of Parent Class A Common Stock for subject to such Assumed Warrant immediately after the Effective Time, and the denominator of which is the number of shares of Company Common Stock subject to such Assumed Warrant was exercisable multiplied by immediately prior to the Effective Time, and rounding the resulting exercise price up to the nearest whole cent, and (yiv) all restrictions on the Exchange Ratioexercise of each such Assumed Warrant shall continue in full force and effect and the term, exercisability, limitations, and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that no each such Assumed Warrant shall be exercisable for a fractional Acquiror Shareshall, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A)its terms, rounded be subject to the next highest whole centfurther adjustment as appropriate to reflect any stock split, if necessary. Acquiror shallreverse stock split, on behalf of Merger Substock dividend, take such recapitalization or other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable similar transaction effected by Parent after the Effective Time with an appropriate warrant agreement or amendment but without giving effect to existing warrant agreementany adjustment to the Share Consideration pursuant to Section 1.5(f). Acquiror The Company and Parent shall take all corporate action reasonably that may be necessary (under the agreements and instruments evidencing the Assumed Warrants and otherwise) to reserve for issuance a sufficient number effectuate the provisions of Acquiror Shares for delivery upon the exercise of Warrantsthis Section 1.12.

Warrants. As The form of the Effective Time, each outstanding warrant certificate representing Warrants (a "Warrant") and the form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment printed on the reverse thereof) shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except substantially as set forth in this Section and except that (Exhibit "A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal " to the product Warrant Agreement. Each Warrant issuable upon exercise of (x) the aggregate Representative Warrants shall evidence the right to initially purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $[____] per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrants shall expire. The exercise price of the Warrants and the number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) issuable upon the Exchange Ratio; providedexercise of the Warrants are subject to adjustment, however, that no Warrant shall be exercisable for a fractional Acquiror Share, whether or not the Representative Warrants have been exercised and the holder Warrants have been issued, in the manner and upon the occurrence of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price events set forth in Section 8 of the Warrant being exercised therewithAgreement, such offset which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to be determined by multiplying the fraction provisions of an Acquiror Share to which a this Agreement and upon issuance of the Warrants underlying the Representative Warrants, each registered holder of a Warrant would be entitled such Warrants shall have the right to receive times purchase from the excess of Company (and the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant Company shall issue to such Warrant shall be equal registered holders) up to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant shall be exercisable as Agreement, and pays the applicable exercise price, determined in accordance with the preceding clause (Aterms of the Warrant Agreement. Upon exercise of the Warrants, the Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants underlying the Representative Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), rounded the Warrant Agreement will not be modified, amended, cancelled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the next highest whole centRepresentative Warrants have been exercised, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary any and all notices required by the Warrant Agreement to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment be sent to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise holders of Warrants.

Warrants. As of a commitment fee to Lender for providing the Effective TimeCredit Line, each outstanding Borrower hereby issues to Lender a four-year common stock purchase warrant in the form attached hereto as Exhibit B (a "the “Class E Warrant") to purchase shares of Common Stock shall be converted ”), exercisable into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares shares of Borrower Common Stock equal to the product quotient of (x) $3,000,000 and (y) the Closing Price on the Effective Date at an exercise price per share equal to 125% of the Closing Price on the Effective Date (such number and price subject to adjustment for stock splits, stock dividends and similar events as more particularly set forth in the Class E Warrant). As a further inducement for Lender to provide the Credit Line, Borrower hereby agrees to issue to Lender within one Business Day of the expiration of the Draw Period a four-year common stock purchase warrant in the form attached hereto as Exhibit C (the “Class F Warrant” and together with the Class E Warrant, the “Warrants”), exercisable into such number of whole shares of Borrower Common Stock equal to the quotient of (x) forty percent (40%) of the aggregate dollar amount of Advances made under the Credit Line during the Draw Period and (y) the greater of (i) the Closing Price on the Effective Date or (ii) the Closing Price on the date of expiration of the Draw Period at an exercise price per share equal to 125% of the greater of the (a) the Closing Price on the Effective Date or (b) the Closing Price on the date of expiration of the Draw Period (such number and price subject to adjustment for stock splits, stock dividends and similar events as more particularly set forth in the Class F Warrant). The shares of Borrower Common Stock issuable under the Warrants are referred to herein as the “Warrant Shares”. Borrower hereby agrees that it shall at all times reserve and keep available out of its authorized and unissued Borrower Common Stock, solely for the purpose of providing for exercise of the Warrants, such number of shares of Borrower Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Subfrom time to time, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a be sufficient number of Acquiror Shares for delivery upon the exercise of Warrantstherefor.

Warrants. As The form of the Effective Time, each outstanding warrant certificate representing Warrants (a "Warrant") and the form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except substantially as set forth in this Section Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and except that (A) each such non-assessable share of Common Stock at an initial purchase price of $6.48 per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall be exercisable for that number expire. The exercise price of whole Acquiror Shares equal to the product of (x) Warrants and the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) issuable upon the Exchange Ratio; providedexercise of the Warrants are subject to adjustment, however, that no Warrant shall be exercisable for a fractional Acquiror Share, whether or not the Representative's Warrants have been exercised and the holder Warrants have been issued, in the manner and upon the occurrence of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price events set forth in Section 8 of the Warrant being exercised therewithAgreement, such offset which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to be determined by multiplying the fraction provisions of an Acquiror Share to which a this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of a Warrant would be entitled such Warrants shall have the right to receive times purchase from the excess of Company (and the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant Company shall issue to such Warrant shall be equal registered holders) up to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant shall be exercisable as Agreement, and pays the applicable exercise price, determined in accordance with the preceding clause (Aterms of the Warrant Agreement. Upon exercise of the Warrants, the Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants underlying the Representative's Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), rounded the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the next highest whole centWarrants have been exercised, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary any and all notices required by the Warrant Agreement to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment be sent to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise holders of Warrants.

Warrants. As The form of the Effective Time, each outstanding warrant certificate representing Warrants (a "Warrant") and the form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except substantially as set forth in this Section Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and except that (A) each such non-assessable share of Common Stock at an initial purchase price of $7.20 per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall be exercisable for that number expire. The exercise price of whole Acquiror Shares equal to the product of (x) Warrants and the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) issuable upon the Exchange Ratio; providedexercise of the Warrants are subject to adjustment, however, that no Warrant shall be exercisable for a fractional Acquiror Share, whether or not the Representative's Warrants have been exercised and the holder Warrants have been issued, in the manner and upon the occurrence of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price events set forth in Section 8 of the Warrant being exercised therewithAgreement, such offset which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to be determined by multiplying the fraction provisions of an Acquiror Share to which a this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of a Warrant would be entitled such Warrants shall have the right to receive times purchase from the excess of Company (and the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant Company shall issue to such Warrant shall be equal registered holders) up to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant shall be exercisable as Agreement, and pays the applicable exercise price, determined in accordance with the preceding clause (Aterms of the Warrant Agreement. Upon exercise of the Warrants, the Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants underlying the Representative's Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), rounded the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the next highest whole centWarrants have been exercised, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary any and all notices required by the Warrant Agreement to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment be sent to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise holders of Warrants.

Warrants. As The form of the Effective Time, each outstanding warrant certificate representing Warrants (a "Warrant") and the form of election to purchase shares of Common Stock upon the exercise of warrants and the form of assignment period on the reverse thereof) shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except substantially as set forth in this Section Exhibit I to the Warrant Agreement. Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to initially purchase one fully paid and except that (A) each such non-assessable share of Common Stock at an initial purchase price of $______ per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall be exercisable for that number expire. The exercise price of whole Acquiror Shares equal to the product of (x) Warrants and the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) issuable upon the Exchange Ratio; providedexercise of the Warrants are subject to adjustment, however, that no Warrant shall be exercisable for a fractional Acquiror Share, whether or not the Representative's Warrants have been exercised and the holder Warrants have been issued, in the manner and upon the occurrence of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price events set forth in Section 8 of the Warrant being exercised therewithAgreement, such offset which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to be determined by multiplying the fraction provisions of an Acquiror Share to which a this Agreement and upon issuance of the Warrants underlying the Representative's Warrants, each registered holder of a Warrant would be entitled such Warrants shall have the right to receive times purchase from the excess of Company (and the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant Company shall issue to such Warrant shall be equal registered holders) up to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant shall be exercisable as Agreement, and pays the applicable exercise price, determined in accordance with the preceding clause (Aterms of the Warrant Agreement. Upon exercise of the Warrants, the Company shall forthwith issue to the registered holder of any such Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein, the Warrants underlying the Representative's Warrants shall be governed in all respects by the terms of the Warrant Agreement. The Warrants shall be transferable in the manner provided in the Warrant Agreement, and upon any such transfer, a new Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), rounded the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each Holder, irrespective of whether or not the next highest whole centWarrants have been exercised, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary any and all notices required by the Warrant Agreement to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment be sent to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise holders of Warrants.

Warrants. As of At the Effective Time, each outstanding warrant to purchase Company Stock (each, a "Warrant" and collectively the "Warrants") to purchase shares shall, by virtue of Common Stock the Merger and without any further action on the part of the Company or the holder of any of Warrants (unless further action may be required by the terms of any of the Warrants), be assumed by Parent and each Warrant assumed by Parent shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following exercisable upon the Effective Time, each Warrant shall continue to have, and shall be subject to, the same terms and conditions of each agreement pursuant as under the applicable warrant agreements with respect to which such Warrant was subject immediately prior to the Effective TimeWarrants, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal to the product of (x) the aggregate number of shares of Parent Common Stock for (rounded down to the nearest whole share) into which the number of shares of Company Stock subject to such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, converted under Section 2.2(a) and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant share of Parent Common Stock shall be equal to (x) the aggregate exercise price of for the Company Stock subject to such Warrant at in effect immediately prior to the Effective Time divided by (y) the number of Acquiror Shares for which shares of Parent Common Stock deemed purchasable pursuant to such Warrant shall be exercisable as determined in accordance with (the preceding clause (A)exercise price per share, so determined, being rounded down to the next highest whole nearest full cent, if necessary). Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise From and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate Time, all references to the Company in the warrant agreement or amendment underlying the Warrants shall be deemed to existing warrant agreementrefer to Parent. Acquiror Parent further agrees that if required under the terms of the Warrants it will execute a supplemental agreement with the holders of the Warrants to effectuate the foregoing. No payment shall take all corporate action reasonably necessary to reserve be made for issuance a sufficient fractional shares. The aggregate number of Acquiror Shares for delivery shares of Parent Common Stock issuable upon the exercise of WarrantsWarrants assumed by Parent pursuant to this Section 2.2(d) shall be referred to in this Agreement as the "Warrant Shares." The Parent's assumption of each Warrant pursuant to this Section 2.2(d) shall be subject to the holder of such Warrant executing and delivering to the Parent the Warrant Assumption Agreement in the form of Exhibit J hereto providing that ten percent (10%) of the Warrant Shares subject to such Warrant will be deposited in escrow as security for the indemnification obligations of the Holders under Article XI hereof.

Warrants. As consideration for the Fourth Amendment and in lieu of any Warrants that the Borrower may be or become obligated to issue to the Banks pursuant to the Third Amendment, the Borrower hereby agrees to issue to each of the Effective Time, Banks a warrant to purchase common stock of the Borrower in the form attached hereto as EXHIBIT I (each outstanding warrant (a "WARRANT"), exercisable for the number of Warrant Shares (as defined in the Warrant") equal to such Bank's PRO RATA share (in accordance with such Bank's Commitment Percentage of the Total Facility Commitment) of the number of Warrant Shares that would equal 3% of the outstanding shares of the Borrower's common stock on the date of the Fourth Amendment (assuming issuance of all shares of common stock issuable upon exercise of all outstanding options, warrants and other rights and upon conversion of all outstanding convertible securities). As consideration for the Fourth Amendment, the Borrower also agrees that on December 31, 2000, in the event that the Total Facility Commitment is not permanently reduced to $32,000,000, the Borrower shall automatically issue to each of the Banks a warrant to purchase common stock of the Borrower in the form attached hereto as EXHIBIT I (each a "WARRANT"), exercisable for the number of Warrant Shares (as defined in the Warrant) equal to such Bank's PRO RATA share (in accordance with such Bank's Commitment Percentage of the Total Facility Commitment) of the number of Warrant Shares that, when combined with the cumulative number of Warrant Shares for which all Warrants theretofore issued to the Banks would be exercisable, would equal 4% of the outstanding shares of the Borrower's common stock on such date (assuming issuance of all shares of common stock issuable upon exercise of all outstanding options, warrants and other rights and upon conversion of all outstanding convertible securities). For purposes of determining whether the Total Facility Commitment has been permanently reduced to $32,000,000, amounts in respect of Amendment Fee or Overadvance Fees paid from proceeds of an Asset Sale (including without limitation a capitalization event) in advance of the scheduled installment payment date or Revolving Credit or Acquisition Loan Maturity Date, as applicable, shall be deemed to have been applied to permanently reduce the Total Facility Commitment. The Banks shall have the registration rights with respect to the Warrant Shares as set forth in the Registration Rights Agreement among the Borrower and the Banks. The Borrower shall use its commercially reasonable efforts to have the Securities and Exchange Commission declare the registration statement with respect to the Warrants effective as soon as possible after the date of the Fourth Amendment, including filing all amendments necessary to reflect changes in the Borrower's circumstances and the terms of issuance of the Warrants. Assuming it has used its commercially reasonable efforts and continues to do so, the failure of such registration statement to become effective shall not constitute a Default or Event of Default under the Credit Agreement or this Fourth Amendment. The Borrower will at all times maintain sufficient authorized but unissued shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Sectionreserved for issuance upon exercise of the Warrants. Following On the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions date of issuance of each agreement pursuant to which such Warrant was subject immediately prior to of the Effective TimeWarrants, except as set forth in this Section and except that (A) each such Warrant shall be exercisable for that number of whole Acquiror Shares equal have been duly and validly issued to the product respective Bank. The Warrant Shares will be duly and validly issued, fully paid and nonassessable upon issuance by the Borrower and payment of (x) the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) the Exchange Ratio; provided, however, that no Warrant shall be exercisable for a fractional Acquiror Share, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and therefor (Bor conversion thereof) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A), rounded to provisions of the next highest whole cent, if necessaryWarrants. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the Upon exercise of the Warrants, and the delivery by the Borrower of stock certificates representing Warrant Shares, all in accordance with the terms of the Warrants, lawful and valid title to each of such Warrant Shares will be conveyed to and vested in the Banks, free and clear of all restrictions and other liens and encumbrances, except the agreements, restrictions and other liens and encumbrances (if any) imposed by the Third Amendment, the Fourth Amendment, the Warrants and applicable law.

Warrants. As of Prior to the Effective Time, and immediately prior to the conversion of Sunrise Warrants (as defined below) pursuant to Section 6.04(g) of the Merger Agreement, Newco and the Company shall use their commercially reasonable efforts to take all necessary actions to cause each outstanding warrant to purchase Company Common Stock (a "each an “Original Warrant"”) to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Sharespurchase Company Common Stock and a warrant to purchase Newco Common Stock (“Sunrise Warrants” and “Newco Warrants”, respectively). The number of shares of Newco Common Stock subject to a Newco Warrant shall equal the number of shares of Company Common Stock subject to the Original Warrant multiplied by the Newco Exchange Ratio (rounded to the nearest whole share), and the number of shares of Company Common Stock subject to a Sunrise Warrant shall equal the number of shares of Company Common Stock subject to the Original Warrant. The exercise price of the Sunrise Warrant, and the exercise price of the Newco Warrant shall each be set, so that the combined exercise price of such warrants to purchase Company Common Stock and Newco Common Stock equals that of the existing Original Warrant, and shall be allocated between the Sunrise Warrant and the Newco Warrant as provided set forth below, such that a holder of an Original Warrant will pay the same aggregate exercise price and will receive the same number of shares of Parent Common Stock and Newco Common Stock that such holder would have received as Merger Consideration and Split-Off Consideration, respectively if such holder had exercised the Original Warrant immediately prior to the Spli-Off and Merger. The aggregate exercise price of an Original Warrant shall be allocated to the Sunrise Warrant and the Newco Warrant issuable upon conversion thereof in this Section. Following proportion to the deemed fair market value of the Split-Off Consideration and the Merger Consideration which would be issued upon conversion of one share of Company Common stock pursuant to Section 2.01(c) of the Merger Agreement, which deemed fair market value shall be determined with reference to the closing prices of Parent Common Stock on the NYSE and Newco Common Stock on a national securities exchange or Nasdaq on the first full trading day following the Effective Time, each as reported by Bloomberg Financial Markets (or such other source to which Parent, the Company and Newco may agree). The exercise price per share of Company Common Stock issuable upon exercise of a Sunrise Warrant shall continue be equal to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section and except that (A) each the aggregate exercise price allocated to such Sunrise Warrant shall be exercisable in accordance with the foregoing for that number the shares of whole Acquiror Shares equal Company Common Stock otherwise purchasable pursuant to the product of such Sunrise Warrant divided by (xB) the aggregate number of shares of Company Common Stock for which deemed purchasable pursuant to such Sunrise Warrant was exercisable multiplied by (y) in accordance with the Exchange Ratio; provided, however, foregoing provided that no Warrant such per share exercise price shall be exercisable for a fractional Acquiror Share, and rounded up to the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the nearest whole cent. The exercise price per Acquiror Share share of Newco Common Stock issuable pursuant to such upon exercise of a Newco Warrant shall be equal to (A) the aggregate exercise price of allocated to such Newco Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause foregoing for the shares of Newco Common Stock otherwise purchasable pursuant to such Newco Warrant divided by (A), B) the aggregate number of shares of Newco Common Stock deemed purchasable pursuant to such Newco Warrant in accordance with the foregoing provided that such per share exercise price shall be rounded up to the next highest nearest whole cent. All other terms of the Original Warrants will continue to apply to the Sunrise Warrants and the Newco Warrants (and the Adjusted Warrants, if necessaryfollowing the conversion of the Sunrise Warrants in accordance with Section 6.04 of the Merger Agreement). Acquiror shall, on behalf Newco will be responsible for the delivery of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder shares of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery Newco Common Stock upon the exercise of Warrantsa Newco Warrant, and the Company will be responsible for the delivery of shares of Company Common Stock upon exercise of a Sunrise Warrant.

Warrants. As of At the Effective Time, each outstanding warrant (a "Warrant") to purchase shares of Company Common Stock that is then outstanding (the "Company Warrants") shall be converted assumed by Wavetech in accordance with the terms (as in effect on the date hereof) of the agreement or instrument by which such Company Warrant is evidenced. All rights with respect to Company Common Stock under outstanding Company Warrants shall thereupon be converted, subject to the provisions hereof, into a warrant rights with respect to acquire Acquiror Shares, as provided in this SectionWavetech Common Stock. Following From and after the Effective Time, (i) each Company Warrant assumed by Wavetech (collectively, the "Assumed Warrants") may be exercised solely for shares of Wavetech Common Stock, (ii) the number of shares of Wavetech Common Stock subject to each such Assumed Warrant shall continue be equal to have, and shall be subject to, the terms and conditions number of each agreement shares of Wavetech Common Stock which the holder of such Assumed Warrant would have received pursuant to which Section 1.6 in exchange for the shares of Company Common Stock subject to such Assumed Warrant was subject if such Assumed Warrant had been exercised immediately prior to the Effective Time, except as set forth in this Section and except that (Aiii) the per share exercise price for the Wavetech Common Stock issuable upon exercise of each such Assumed Warrant shall be exercisable for that number determined by dividing the exercise price per share of whole Acquiror Shares equal Company Common Stock subject to such Assumed Warrant, as in effect immediately prior to the product Effective Time, by a fraction the numerator of (x) which is the aggregate number of shares of Wavetech Common Stock for subject to such Assumed Warrant immediately after the Effective Time and the denominator of which is the number of shares of Company Common Stock subject to such Assumed Warrant was exercisable multiplied by immediately prior to the Effective Time, and rounding the resulting exercise price up to the nearest whole cent, and (yiv) all restrictions on the Exchange Ratioexercise of each such Assumed Warrant shall continue in full force and effect and the term, exercisability, limitations, and other provisions of such Company Warrant shall otherwise remain unchanged; provided, however, that no each such Assumed Warrant shall be exercisable for a fractional Acquiror Shareshall, and the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall be exercisable as determined in accordance with the preceding clause (A)its terms, rounded be subject to the next highest whole centfurther adjustment as appropriate to reflect any stock split, if necessary. Acquiror shallreverse stock split, on behalf of Merger Substock dividend, take such recapitalization or other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable similar transaction effected by Wavetech after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreementTime. Acquiror The Company and Wavetech shall take all corporate action reasonably that may be necessary (under the agreements and instruments evidencing the Assumed Warrants and otherwise) to reserve for issuance a sufficient number effectuate the provisions of Acquiror Shares for delivery upon the exercise of Warrantsthis Section 1.13.

Warrants. As Each whole warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the terms of the Effective TimeWarrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of our common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the completion of the Business Combination at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We are not obligated to deliver any shares of our common stock pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of our common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis (unless permitted by us in certain circumstances specified in the Warrant Agreement), and we are not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of our common stock underlying such unit. Redemption of Warrants for Cash when the price per share of our common stock equals or exceeds $10.00 Once the warrants become exercisable, we may call the warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of shares of our common stock except as otherwise described below; and • if, and only if, the closing price of our common stock equals or exceeds $10.00 per public share (as adjusted for stock splits, stock recapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within the thirty (30)-trading day period ending three trading days before we send the notice of redemption to the warrant holders. Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of shares of our common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of shares of our common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of shares of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each outstanding warrant (a "Warrant") to purchase shares of Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except as set forth in this Section the table below. We will provide warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-Dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and except that (A) each such Warrant the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be exercisable for that adjusted in the same manner and at the same time as the number of whole Acquiror Shares equal shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the product fifth paragraph under the heading “—Anti- Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-Dilution Adjustments” and the denominator of which is $10.00 and (xb) in the aggregate case of an adjustment pursuant to the second paragraph under the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment. Redemption Date (period to expiration of warrants) $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 60 months 0.261 0.281 0.297 0.311 0.324 0.337 0.348 0.358 0.361 57 months 0.257 0.277 0.294 0.310 0.324 0.337 0.348 0.358 0.361 54 months 0.252 0.272 0.291 0.307 0.322 0.335 0.347 0.357 0.361 51 months 0.246 0.268 0.287 0.304 0.320 0.333 0.346 0.357 0.361 48 months 0.241 0.263 0.283 0.301 0.317 0.332 0.344 0.356 0.361 45 months 0.235 0.258 0.279 0.298 0.315 0.330 0.343 0.356 0.361 42 months 0.228 0.252 0.274 0.294 0.312 0.328 0.342 0.355 0.361 39 months 0.221 0.246 0.269 0.290 0.309 0.325 0.340 0.354 0.361 36 months 0.213 0.239 0.263 0.285 0.305 0.323 0.339 0.353 0.361 33 months 0.205 0.232 0.257 0.280 0.301 0.320 0.337 0.352 0.361 30 months 0.196 0.224 0.250 0.274 0.297 0.316 0.335 0.351 0.361 27 months 0.185 0.214 0.242 0.268 0.291 0.313 0.332 0.350 0.361 24 months 0.173 0.204 0.233 0.260 0.285 0.308 0.329 0.348 0.361 21 months 0.161 0.193 0.223 0.252 0.279 0.304 0.326 0.347 0.361 18 months 0.146 0.179 0.211 0.242 0.271 0.298 0.322 0.345 0.361 15 months 0.130 0.164 0.197 0.230 0.262 0.291 0.317 0.342 0.361 12 months 0.111 0.146 0.181 0.216 0.250 0.282 0.312 0.339 0.361 9 months 0.090 0.125 0.162 0.199 0.237 0.272 0.305 0.336 0.361 6 months 0.065 0.099 0.137 0.178 0.219 0.259 0.296 0.331 0.361 3 months 0.034 0.065 0.104 0.150 0.197 0.243 0.286 0.326 0.361 0 months — — 0.042 0.115 0.179 0.233 0.281 0.323 0.361 The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Common Stock our common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of shares of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such Warrant was time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of our common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of shares of our common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of our common stock for each whole warrant. In no event will the warrants be exercisable multiplied on a cashless basis in connection with this redemption feature for more than 0.361 shares of our common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by (y) the Exchange Ratio; providedus pursuant to this redemption feature, however, that no Warrant shall since they will not be exercisable for a fractional Acquiror Shareany shares of our common stock. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, and the holder of a Warrant exercisable which typically only provide for a fractional Acquiror Share shall redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be entitled to receiveredeemed when the shares of our common stock are trading at or above $10.00 per public share, upon exercise thereof, an offset against which may be at a time when the aggregate trading price of shares of our common stock is below the exercise price of the Warrant being warrants. This redemption feature provides flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of Warrants for Cash when the price per share of our common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of the CTAC initial public offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised therewithor redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would presumably redeem the warrants in this manner when we believes it is in our best interest to update its capital structure to remove the warrants and pay the redemption price to the warrant holders. As stated above, we can redeem the warrants when the shares of our common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will presumably provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of our common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of our common stock than they would have received if they had chosen to wait to exercise their warrants for shares of common stock if and when such offset to shares of our common stock were trading at a price higher than the exercise price of $11.50. No fractional shares of our common stock will be determined by multiplying the fraction of an Acquiror Share to which issued upon exercise. If, upon exercise, a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warranta fractional interest in a share, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal we will round down to the aggregate exercise price nearest whole number of such Warrant at the Effective Time divided by the number of Acquiror Shares for which such Warrant shall shares of our common stock to be exercisable as determined in accordance with the preceding clause (A), rounded issued to the next highest whole cent, if necessaryholder. Acquiror shall, on behalf We will use commercially reasonable efforts to register under the Securities Act the shares of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery our common stock issuable upon the exercise of Warrantsthe warrants.

Warrants. As The form of the Effective Time, each outstanding warrant certificate representing Warrants (a "Warrant") and the form of election to purchase shares of Common Stock upon the exercise of Warrants and the form of assignment period on the reverse thereof) shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject immediately prior to the Effective Time, except substantially as set forth in this Section Exhibit "A" to the Warrant Agreement. Each Warrant issuable upon exercise of the Placement Agent's Warrants shall evidence the right to initially purchase one fully paid and except that (A) each such non-assessable share of Common Stock at an initial purchase price of $7.20 per share commencing on the Initial Exercise Date and ending at 5:00 p.m. New York time on the Warrant Expiration Date at which time the Warrant shall be exercisable for that number expire. The exercise price of whole Acquiror Shares equal to the product of (x) Warrants and the aggregate number of shares of Common Stock for which such Warrant was exercisable multiplied by (y) issuable upon the Exchange Ratio; providedexercise of the Warrants are subject to adjustment, however, that no Warrant shall be exercisable for a fractional Acquiror Share, whether or not the Placement Agent's Warrants have been exercised and the holder Warrants have been issued, in the manner and upon the occurrence of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price events set forth in Section 8 of the Warrant being exercised therewithAgreement, such offset which is hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to be determined by multiplying the fraction provisions of an Acquiror Share to which a this Agreement and upon issuance of the Warrants underlying the Placement Agent's Warrants, each registered holder of a Warrant would be entitled such Warrants shall have the right to receive times purchase from the excess of Company (and the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant Company shall issue to such Warrant shall be equal registered holders) up to the aggregate exercise price of such Warrant at the Effective Time divided by the number of Acquiror Shares for which fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Warrants set forth in the Warrant shall be exercisable as Agreement, and pays the applicable exercise price, determined in accordance with the preceding clause (A)terms of the Warrant Agreement. Upon exercise of the Warrants, rounded the Company shall forthwith issue to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the registered holder of each any such Warrant in his name or in such name as soon as practicable after may be directed by him, certificates for the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise shares of Warrants.Common

Warrants. As of the Effective TimeAny unexercised rights, each outstanding warrant (a "Warrant"warrants or options that are not described in Section 2.1(c)(i) above to purchase shares of Company Common Stock shall be converted into a warrant to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Warrant shall continue to have, or Company Preferred Stock and shall be subject to, the terms and conditions of each agreement pursuant to which such Warrant was subject that are outstanding immediately prior to the Effective TimeTime (each a “Company Warrant”) and are tendered to Parent for payment at the Closing in compliance with Section 2.2(a) shall be discharged by Parent out of the aggregate merger consideration for an amount equal to the excess, except as set forth in this Section and except if any, of the aggregate Per Share Common Closing Payment that would be payable with respect to all shares of Company Common Stock that would be issuable upon exercise of such Company Warrant (Athe “Warrant Shares”) each over the aggregate exercise price otherwise payable by the holder to acquire such Warrant Shares. For the purposes of the calculating the portion of the Closing Payment Amount to be paid to the holder of a Company Warrant to purchase Company Preferred Stock, such Company Warrant shall be deemed exercisable for that number of whole Acquiror Shares shares of Company Common Stock equal to the product of (x) the aggregate number of shares of Common Company Preferred Stock for which such Company Warrant was exercisable may be exercised multiplied by (y) the Exchange Ratio; providedapplicable conversion rate for the series of Company Preferred Stock specified in such Company Warrant. In addition, however, that no the per share exercise price for such Company Warrant shall be exercisable for a fractional Acquiror Share, and deemed to be the holder of a Warrant exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate per share exercise price of specified in the Company Warrant being exercised therewith, such offset to be determined by multiplying the fraction of an Acquiror Share to which a holder of a Warrant would be entitled to receive times the excess of the closing price of the Acquiror Share as reported on the NYSE on the date of exercise over the exercise price of such Warrant, and (B) the exercise price per Acquiror Share issuable pursuant to such Warrant shall be equal to the aggregate exercise price of such Warrant at the Effective Time divided by the number applicable conversion rate for the series of Acquiror Shares Preferred Stock specified in such Company Warrant. For avoidance of doubt, the intent of the foregoing provisions regarding Company Warrants exercisable for which Company Preferred Stock is the effect the exchange of such Warrant Company Warrants for a portion of the aggregate merger consideration on an as-converted to Company Common Stock basis. Notwithstanding the foregoing, portions of the Closing Payment Amount attributable to the Company Warrants shall be exercisable deposited in escrow and a portion of the Closing Payment Amount shall be paid to the Shareholder Representative as determined the Representative Reimbursement Amount in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary. Acquiror shall, on behalf of Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Warrant as provided in this Section, including providing the holder of each Warrant as soon as practicable after the Effective Time with an appropriate warrant agreement or amendment to existing warrant agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of Acquiror Shares for delivery upon the exercise of WarrantsSection 1.5.