Common use of Duration and Exercise of Warrants Clause in Contracts

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 p.m. Atlanta time on November 14, 2005 (such date of expiration being herein referred to as the “Expiration Date”). The Holder agrees to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on the Expiration Date. After 5:01 p.m. Atlanta time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with the exercise of the Warrants, the Holder agrees to surrender to the Company the Warrant Certificate evidencing his Warrants, with the form of exercise attached hereto as Exhibit B (the “Exercise Notice”) duly completed and signed, and to pay the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior to November 10, 2005. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available funds, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “Shareholder”) as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Company.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 5:00 p.m. Atlanta New York City time on November 14September 30, 2005 2002, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred to as the “"Expiration Date”"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. The Holder agrees Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to exercise all of his such Warrants effective at through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. Atlanta New York City time on the Expiration Date. After 5:01 5:00 p.m. Atlanta New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise of price (the Warrants"Exercise Price") at the time in effect hereunder, the Holder agrees to upon surrender to the Company of the Warrant Certificate evidencing his Warrantssuch Warrant, with the form Form of exercise attached hereto as Exhibit B (the “Exercise Notice”) duly completed and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior to November 10, 2005Company. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 910. Except as provided in Section 910, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon Subject to Section 6, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or other immediately available fundsby certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder Holder, within a reasonable time, not exceeding ten (10) days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “"Shareholder”") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All shares of Common Stock issued Warrant Certificates surrendered upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created canceled by or through the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.”

Duration and Exercise of Warrants. The Warrants This Warrant shall expire be exercisable by the registered Holder on any business day before 6:30 P.M., New York City time, at 5:01 p.m. Atlanta any time and from time to time on November 14, 2005 (such or after the date of expiration being herein referred hereof to as the “Expiration Date”). The Holder agrees to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on and including the Expiration Date. After 5:01 p.m. Atlanta At 6:30 P.M., New York City time on the Expiration Date, unexercised Warrants will the portion of this Warrant not exercised prior thereto shall be and become wholly void and of no value. In connection with Prior to the exercise of the WarrantsExpiration Date, the Holder agrees Company may not call or otherwise redeem this Warrant. Upon delivery of a duly completed and signed Form of Election to surrender to Purchase attached hereto (and the Company the Warrant Certificate evidencing his Warrants, with the form of exercise grid attached hereto as Exhibit B (the “Exercise Notice”ANNEX A) duly completed and signed, and to pay the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior to November 10, 2005. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided at its address for notice set forth in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable 12 and upon the exercise of a Warrant. Upon surrender of a Warrant Certificate and payment of the Exercise Price at multiplied by the time number of Warrant Shares that the Holder intends to purchase hereunder, in effect hereunder the manner provided hereunder, all as specified by the Holder in cash or other immediately available fundsthe Form of Election to Purchase, the Company shall thereupon promptly (but in no event later than 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and shall deliver cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Common Stock Warrant Shares issuable upon such exercise, free of restrictive legends except (i) either in the exercise event that a registration statement covering the resale of each the Warrant evidenced by such Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Certificate. Such certificate Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall be deemed to have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become a holder of record of such shares of Common Stock (a “Shareholder”) Warrant Shares as of the date Date of Exercise of this Warrant. The Company shall, upon request of the surrender of such Holder, if available, use its best efforts to deliver Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or Shares hereunder electronically through the CompanyDepository Trust Corporation or another established clearing corporation performing similar functions.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 5:00 p.m. Atlanta New York City time on November 14the fifth anniversary of the Exercise Date (as defined below), 2005 PROVIDED, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. New York City time on the next succeeding Business Day (such date of expiration being herein referred to as the “"Expiration Date”"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of New York. For any Warrant or Warrant Certificate, the "Expiration Date" shall be the fifth anniversary of the date of issuance thereof. The Holder agrees Warrants represented by each Warrant Certificate shall only be exercisable for Common Stock from the Exercise Date with respect to exercise all of his such Warrants effective at through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. Atlanta New York City time on the Expiration Date. After 5:01 5:00 p.m. Atlanta New York City time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) one fully paid and nonassessable share of Common Stock at the exercise of price (the Warrants"Exercise Price") at the time in effect hereunder, the Holder agrees to upon surrender to the Company of the Warrant Certificate evidencing his Warrantssuch Warrant, with the form Form of exercise attached hereto as Exhibit B (the “Exercise Notice”) duly completed and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company; PROVIDED, HOWEVER, that a Holder who is also a creditor of the Company on may exercise Warrants by payment as herein provided, cancellation of indebtedness or prior to November 10, 2005a combination thereof. The Exercise Price shall be as provided in Section 6. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 911. Except as provided in Section 911, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon Subject to Section 7, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder and an amount equal to any applicable transfer tax in cash or other immediately available fundsby certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder Holder, within a reasonable time, not exceeding fifteen days after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “"Shareholder”") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All shares of Common Stock issued Warrant Certificates surrendered upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created canceled by or through the Company. The Company shall deposit to the account of the Company all monies received in payment of the Exercise Price of any Warrant and any applicable transfer taxes.”

Duration and Exercise of Warrants. The Warrants This Warrant shall expire at 5:01 p.m. Atlanta --------------------------------- 5:00 p.m., Austin, Texas time on November 14February 7, 2005 2002 (such date of expiration termination being herein referred to as the “"Expiration Date”"). The Holder agrees This Warrant shall be exercisable immediately as to all of the shares subject to the Warrant. In order to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on the Expiration Date. After 5:01 p.m. Atlanta time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with the exercise of the Warrantsright to purchase Common Stock granted herein, the Holder agrees to Warrantholder shall surrender to the Company the Warrant Certificate evidencing his Warrants, with (i) a completed Exercise Agreement in the form of exercise attached hereto as Exhibit B A and (the “Exercise Notice”ii) duly completed and signedthis Warrant, and to pay the Exercise Price shall tender funds in lawful money of the United States of America by certified or official bank check payable an amount equal to the order product of the Company on or prior to November 10, 2005. The Exercise Price and the number of shares of Common Stock purchasable being so purchased multiplied times the Exercise Price. The Warrantholder may purchase all or any number of the shares of Common Stock subject to the terms and conditions of this Warrant, but in no event shall fractional shares of Common Stock be issued with regard to such exercise. Notwithstanding anything to the contrary contained herein, in the event no registration statement filed by the Company under Article 4 of that certain Note and Warrant Purchase Agreement, dated February 7, 1997, pursuant to which this Warrant was originnally issued (the "Purchase Agreement") remains effective to permit the resale of the shares of Common Stock issuable upon exercise of this Warrant, commencing on the third anniversary of the original issuance of this Warrant, this Warrant may be exercised in whole or in part (but not as to fractional shares) on one or more occasions prior to the Expiration Date by presentation and surrender of this Warrant to the Company at its principal executive offices with a written notice of the Warrantholder's intention to effect a cashless exercise, including a calculation (to the extent then calculable) of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise", and the date of such presentation and surrender being herein referred to as the "Cashless Exercise Date"). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the Warrantholder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the number of shares of Common Stock to which it would otherwise be entitled by a fraction, the numerator of which shall be the excess, if any, of the Current Market Price (as defined below) as of the Cashless Exercise Date over the Exercise Price, and the denominator of which shall be the Current Market Price as of the Cashless Exercise Date. In the event that less than all of the shares of Common Stock subject to this Warrant are purchased at any time prior to the close of business on the Expiration Date, a new Warrant shall be subject issued for the remaining number of shares of Common Stock which the Warrantholder was at the time entitled to adjustment as provided in Section 9purchase hereunder. Except as provided in Section 9Prior to the exercise of this Warrant, no adjustment the Warrantholder shall not be made for entitled to any cash rights of a shareholder of the Corporation, including without limitation the right to vote, to receive dividends or other distributions on or in respect to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available funds, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “Shareholder”) Corporation except as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Companyprovided herein.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 p.m. Atlanta 5:00 p.m., prevailing local time in Pittsburgh, PA on November 14_______ __, 2005 ____(such date of expiration being herein referred to as the “"Expiration Date”"). The Holder agrees to exercise all of his Warrants effective at 5:00 p.m. Atlanta , and after such time on the Expiration Date. After 5:01 p.m. Atlanta time on the Expiration Date, unexercised Warrants will become be wholly void and of no value. In connection with Each Warrant may be exercised on any business day on or prior to the Expiration Date. Subject to the provisions of this Agreement, the holder of each Warrant shall have the right to purchase from the Company (and the Company shall as soon as practicable, subject to Section 8(g), issue and sell to such holder) one fully paid and nonassessable Share at the exercise of price (the Warrants"Exercise Price") at the time in effect hereunder, the Holder agrees to upon surrender to at an office or agency maintained by the Company for such purpose of the Warrant Certificate evidencing his Warrantssuch Warrant, with the form Form of exercise attached hereto as Exhibit B (Exercise on the “Exercise Notice”) duly reverse thereof properly completed and signedexecuted by the holder or his duly authorized attorney with the signature thereon guaranteed by a bank or trust company having an office or correspondent in the United States or by a broker or dealer that is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and to pay upon payment of the Exercise Price in lawful money of the United States of America in 7 cash or by certified or official bank cashier's check payable to the order of the Company on or prior to November 10, 2005Company. The Exercise Price and Price, as of the initial issuance of the Warrants, shall be $ per Share. The Exercise Price, the number of shares Shares, and the kind of Common Stock securities or other property purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 98. Except as provided in Subject to Section 97, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable (a) upon the exercise of a Warrant. Upon such surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundshereunder, the Company Warrant Agent shall thereupon promptly deliver the Warrant Certificate to the transfer agent for the Shares, and said transfer agent shall cause to be issued and shall deliver delivered to or upon the written order of the registered holder of such Holder Warrant Certificate and in such name or names as such registered holder may designate, a certificate for the Common Stock Share or Shares issuable upon the exercise of each the Warrant or Warrants evidenced by such Warrant Certificate. Such , and (b) such certificate shall be deemed to have been issued and such Holder any person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Common Stock (a “Shareholder”) Share or Shares as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of Common Stock the registered holder thereof, either as an entirety or from time to time for part only (consisting of whole Warrants evidenced by the Warrant Certificate). In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, the Warrant Agent and the Company shall cause a new Warrant Certificate or Certificates to be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. The Warrant Agent shall cancel all Warrant Certificates surrendered upon exercise of Warrants. The Warrant Agent shall deposit to the Warrants account of the Company all monies received by the Warrant Agent in payment of the Exercise Price of any Warrant. The Warrant Agent shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear account promptly to the Company with respect to the exercise of all liens, claims, charges or encumbrances created by or through the CompanyWarrants.”

Duration and Exercise of Warrants. The Warrants shall expire may be exercised at 5:01 p.m. Atlanta any time on November 14, 2005 (such commencing from the date of expiration being herein referred the closing of the Offering, but prior to as redemption, until 5:00 p.m., Eastern Time on October 1, 2001 (the “"Expiration Date”"), at which time all rights evidenced by the Warrants shall cease and the Warrants shall become void. The Holder agrees Subject to the provisions of this Agreement, the holder of each Warrant shall have the right to purchase from the Company (and the Company shall issue and sell to such holder of a Warrant) one fully paid and non-assessable share of Common Stock at an exercise all price of his Warrants effective at 5:00 p.m. Atlanta time on $2.00 per share (the Expiration Date. After 5:01 p.m. Atlanta time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with the exercise "Exercise Price") (subject to adjustment as provided in Section 9) upon surrender of the Warrants, the Holder agrees to surrender Warrants to the Company at the principal office of the Warrant Certificate evidencing his WarrantsAgent in New York, New York with the form of exercise attached hereto Notice of Exercise appearing as Exhibit B (the “Exercise Notice”) last page thereof duly completed filled in and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America to the Warrant Agent for the account of the Company. No adjustment shall be made for any dividends on any share of Common Stock issuable on the exercise of a Warrant. The Exercise Price payable upon exercise of Warrants may, at the option of the Warrant holder, be paid by certified check or official bank check draft made payable to the order of the Company on or prior Company. Subject to November 10Sections 6 and 11, 2005. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon such surrender of a Warrant Certificate and payment of the Exercise Price at (and if the time in effect hereunder in cash Exercise Price is paid by check other than a certified or other immediately available fundsbank cashier's check, upon collection of the proceeds of such check) the Company shall thereupon promptly issue and cause to be issued registered, countersigned and shall deliver delivered to or upon the written order of the registered holder of such Holder Warrant and in such name or names as may duly be designated, a certificate for the shares of Common Stock issuable upon being issued pursuant to the exercise of each Warrant evidenced by such Warrant Certificatethen being exercised (as adjusted as provided in Section 9). Such certificate shall be deemed to have been issued and such Holder any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock (a “Shareholder”) Stock, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All ; provided, however, that if, at the date of surrender of such Warrant and payment of such Exercise Price, the transfer books for the Common Stock shall be closed, the certificate for such share of shares of Common Stock issued upon exercise shall be issuable as of the Warrants date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be duly and validly authorized and issuedunder no duty to deliver any certificate for such share or shares; provided, fully-paid and non-assessablefurther, free and clear of all liensthat such books, claimsunless otherwise required by law, charges or encumbrances created by or through the Companyshall not be closed at any one time for a period longer than twenty (20) calendar days.”

Duration and Exercise of Warrants. The Each series of Warrants --------------------------------- shall expire at 5:00 p.m. Connecticut time on the fifth anniversary of the Grant Date, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:01 5:00 p.m. Atlanta Connecticut time on November 14, 2005 the next succeeding Business Day (such date of expiration being herein referred to as the “"Expiration Date”"). A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of Connecticut. The Holder agrees Warrants are immediately exercisable upon grant. The Warrants represented by each Warrant Certificate shall only be exercisable for shares of Common Stock of the Company from the Exercise Date with respect to exercise all of his such Warrants effective at through and including the Expiration Date with respect to such Warrants. Each Warrant may be exercised on any Business Day on or prior to 5:00 p.m. Atlanta Connecticut time on the Expiration Date. After 5:01 5:00 p.m. Atlanta Connecticut time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with Subject to the exercise provisions of the Warrantsthis Agreement, the Holder agrees shall have the right to purchase from the Company (and the Company shall issue and sell to the Holder) one fully paid and nonassessable share of Common Stock at the exercise price (the "Exercise Price") at the time in effect hereunder, upon surrender to the Company of the Warrant Certificate evidencing his Warrantsthe Warrant exercised, with the form Form of exercise Exercise attached hereto as Exhibit B (the “Exercise Notice”) therewith duly completed and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior as pursuant to November 10, 2005Section 13 herein. The Exercise Price shall be as provided in the Warrant Certificates. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 911. Except as provided in Section 911, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon Subject to Sections 7 and 13, upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder thereunder and an amount equal to any applicable transfer tax in cash or other immediately available fundsby certified check or official bank check payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such the Holder within a reasonable time, not exceeding three (3) trading days, after each Warrant represented by the Warrant Certificate shall have been exercised, a certificate for the shares of Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such The Holder shall be deemed to have become a the holder of record of such shares of Common Stock (a “"Shareholder”") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. The Warrants evidenced by a Warrant Certificate shall be exercisable at the election of the Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered. All shares of Common Stock issued Warrant Certificates surrendered upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created cancelled by or through the Company. Notwithstanding anything herein to the contrary, the Company may elect to pay cash in lieu of issuing Common Stock as provided in Section 13(a) of this Agreement.”

Duration and Exercise of Warrants. Unless such Warrants have been redeemed as provided in Section 7 below, (i) the Callable Class A Warrants may be exercised in whole at any time or in part from time to time commencing on the date of issue, and (ii) the Callable Class B Warrants, the Non-Callable Class C Warrants and the Non-Callable Class D Warrants may be exercised in whole at any time or in part from time to time commencing on March 15, 2001. The Warrants shall expire at 5:01 p.m. Atlanta time the close of business on November March 14, 2005 (the "Expiration Date"), at which time all rights evidenced by the Warrants shall cease, and the Warrants shall become void. For purposes of this Agreement, the term "close of business" on any given date shall mean 5:00 p.m., Washington, DC time, on such date; provided however, that if such date of expiration being herein referred is a day on which banking institutions in the city in which the Designated Office is then located are authorized or obligated by law to as the “Expiration Date”be closed (a "Business Day"). The Holder agrees to exercise all of his Warrants effective at , it shall mean 5:00 p.m. Atlanta time p.m., Washington, D.C. time, on the Expiration Datenext succeeding Business Day. After 5:01 p.m. Atlanta time on Subject to the Expiration Dateprovisions of this Agreement (including Section 10), unexercised Warrants will become wholly void each Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder of no value. In connection with the a Warrant) one fully paid and nonassessable share of Common Stock at an exercise price of the Warrants(i)1.50 for each Callable Class A Warrant, Callable Class B Warrant or Non-Callable Class D Warrant or (ii) $0.66 for each Non-Callable Class C Warrant, in each case subject to adjustment as provided in Section 11 (as applicable, the Holder agrees to "Exercise Price"), upon surrender to the Company of the Warrant Certificate evidencing his Warrantsthe Warrant to the Warrant Agent at the Designated Office, with the form of exercise attached hereto election to purchase appearing as Exhibit B (the “Exercise Notice”) last page thereof duly completed filled in and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior to November 10, 2005Company. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no No adjustment shall be made for any cash dividends dividends, whether paid or other distributions declared, on or in respect of the Common Stock or other any securities purchasable issuable upon the exercise of a Warrant. Upon The Exercise Price payable upon exercise of Warrants may, at the option of the holder, be paid by check, cash or bank draft. Subject to Sections 7 and 10, upon such surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundsPrice, the Company Warrant Agent shall thereupon promptly issue and cause to be issued registered, countersigned and shall deliver delivered to or upon the written order of the registered holder of such Holder Warrant, and in such name or names as may duly be designated, a certificate or certificates for the shares of Common Stock issuable upon being issued pursuant to the exercise of each Warrant evidenced by such Warrant Certificatethen being exercised. Such certificate or certificates shall be deemed to have been issued issued, and such Holder any person so designated to be named therein shall be deemed to have become a holder of record of such share or shares of Common Stock (a “Shareholder”) Stock, as of the date of the surrender of such Warrant Certificate and payment in full of the Exercise Price. All ; provided, however, that if, at the date of surrender of such Warrant Certificate and payment of such Exercise Price, the transfer books for the Common Stock shall be closed, the certificate for such share or shares of Common Stock issued shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to deliver any certificate for such share or shares; provided, further, that such books, unless otherwise required by law, shall not be closed at any one time for a period longer than 20 days. The Warrants evidenced by any Warrant Certificate shall be exercisable, at the election of the registered holder thereof, either as an entirety or, from time to time, for only part of the number of securities purchasable upon exercise of the Warrants as so evidenced. In the event that fewer than all of the shares purchasable upon the exercise of the Warrants evidenced by any Warrant Certificate are acquired by exercise of such Warrants, a new Warrant Certificate of like tenor will be issued for the remaining number of Warrants, and the Warrant Agent shall be duly countersign and validly authorized deliver the required new Warrant Certificate pursuant to the provisions of this Section 6 and issuedof Section 3, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 (a) 5:00 p.m. Atlanta time New York City Time (the "Close of Business") on November 14January 3, 2005 1999 or (b) the Close of Business on such later date as shall be determined in the sole discretion of the Company in a written statement to the Warrant Agent and with notice to registered holders of Warrants in the manner provided for in Section 15 (such date of expiration being herein hereinafter referred to as the “"Expiration Date”"). The Holder agrees Warrants shall not be exercisable prior to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on the Expiration Restricted Period Termination Date. After 5:01 p.m. Atlanta At such time as the Warrants become exercisable, and thereafter until the Close of Business on the Expiration Date, unexercised the Warrants may be exercised on any business day. After the Close of Business on the Expiration Date, the Warrants will become wholly void and of no value. In connection Subject to the provisions of this Agreement, including Section 13, each Warrant shall entitle the holder thereof to purchase from the Company (and the Company shall issue and sell to such holder of a Warrant) one fully paid and nonassessable Share at the price of $21.9450 (U.S.) (such price, as may be adjusted from time to time as provided in Section 13, being the "Exercise Price"). The holder of a Warrant shall exercise such holder's right to purchase Shares by depositing with the exercise of the Warrants, the Holder agrees to surrender to the Company Warrant Agent at a Warrant Agent Office the Warrant Certificate evidencing his Warrantssuch Warrant, with the form of exercise attached hereto as Exhibit B (election to purchase on the “Exercise Notice”) reverse thereof duly completed and signedsigned by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature (if not signed by or on behalf of an original holder of Warrants or a Permitted Transferee) to be guaranteed in the manner described in Section 6 hereof, and paying to pay the Exercise Price Warrant Agent in lawful money of the United States of America by wire transfer of immediately available funds or by certified check or official bank check payable an amount equal to the order of the Company on or prior to November 10, 2005. The Exercise Price and multiplied by the number of shares Shares in respect of Common Stock purchasable upon exercise of a Warrant shall be subject which such Warrants are being exercised. Subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon such surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundsPrice, the Company Warrant Agent shall thereupon promptly cause to be issued requisition from the Company's Class A Common Stock transfer agent (the "Transfer Agent") for issuance and shall deliver delivery to or upon such Holder a certificate for the Common Stock issuable written order of the registered holder of The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay or deliver to the Company all moneys and other consideration received by it upon the purchase of Shares through the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “Shareholder”) as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the CompanyWarrants.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 p.m. Atlanta time on November 14, 2005 the expiration date set forth in the applicable Issuer Order (such date of expiration being herein referred to as the “Expiration Date”). The Holder agrees Each Warrant may be exercised on any business day prior to exercise all the close of his Warrants effective at 5:00 p.m. Atlanta time business on the Expiration Date. After 5:01 p.m. Atlanta time the close of business on the Expiration Date, unexercised the Warrants will become wholly void and of no value. In connection with Subject to the exercise provisions of the Warrantsthis Agreement, including Section 11, the Holder agrees holder of each whole Warrant shall have the right to purchase from TPG (and TPG shall issue and sell to such holder) the Offered Securities set forth in the applicable Issuer Order at the initial exercise price set forth in the applicable Issuer Order (the Exercise Price) upon the surrender on any business day prior to the Company close of business on the Expiration Date to the Warrant Agent at the Warrant Agent Office of the Warrant Certificate evidencing his Warrantssuch Warrant, with the form of election to exercise attached hereto as Exhibit B (the “Exercise Notice”) on the reverse thereof duly completed filled in and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by means of a certified or official bank check payable to TPG or upon the order receipt of such other consideration as specified in the applicable Issuer Order. The Warrants evidenced by a Warrant Certificate shall be exercisable prior to the close of business on the Expiration Date, at the election of the Company on or prior registered holder thereof, either as an entirety or, unless the applicable Issuer Order provides otherwise, from time to November 10, 2005. The Exercise Price and time for part of the number of shares of Common Stock purchasable upon exercise of Warrants specified in the Warrant Certificates. In the event that less than all the Warrants evidenced by a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the close of business on the Expiration Date, a Warrantnew Warrant Certificate or Certificates will be issued for the remaining number of Warrants. Upon such surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundsPrice, the Company Warrant Agent shall thereupon promptly cause to be issued request that the transfer agent for the Offered Securities (the Transfer Agent) issues and shall deliver delivers to or upon the written order of the registered holder of such Holder Warrant Certificate and in such name or names as such registered holder may designate a certificate for the Common Stock Offered Securities issuable upon the exercise of each Warrant the Warrants evidenced by such Warrant CertificateCertificates. Such certificate shall be deemed to have been issued and such Holder any person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Common Stock (a “Shareholder”) Offered Securities as of the date of the surrender of such Warrant Certificate Certificates and payment of the Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 5 and of this Section 6. All shares of Common Stock issued Warrant Certificates surrendered upon exercise of the Warrants shall be duly canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be destroyed by the Warrant Agent and validly authorized and issued, fully-paid and non-assessable, free and clear a certificate of all liens, claims, charges or encumbrances created by or through the Companysuch destruction shall be sent to TPG.”

Duration and Exercise of Warrants. The Warrants 4. (a) This Warrant shall expire be exercisable by the registered Holder on any business day before 5:30 P.M., New York City time, at 5:01 p.m. Atlanta any time and from time to time on November 14, 2005 (such or after the date of expiration being herein referred hereof to as the “Expiration Date”). The Holder agrees to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on and including the Expiration Date. After 5:01 p.m. Atlanta At 5:30 P.M., New York City time on the Expiration Date, unexercised Warrants will the portion of this Warrant not exercised prior thereto shall be and become wholly void and of no value. In connection with Prior to the exercise Expiration Date, the Company may not call or otherwise redeem this Warrant without the prior written consent of the WarrantsHolder. (b) (c) Upon delivery of a duly completed and signed Form of Election to Purchase, the Holder agrees to surrender which is attached hereto, to the Company the Warrant Certificate evidencing his Warrants, with the form of exercise attached hereto as Exhibit B (the “Exercise Notice”) duly completed and signed, and to pay the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior to November 10, 2005. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided at its address for notice set forth in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable 12 and upon the exercise of a Warrant. Upon surrender of a Warrant Certificate and payment of the Exercise Price at multiplied by the time number of Warrant Shares that the Holder intends to purchase hereunder, in effect hereunder the manner provided hereunder, all as specified by the Holder in cash or other immediately available fundsthe Form of Election to Purchase, the Company shall thereupon promptly (but in no event later than 3 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and shall deliver cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Common Stock Warrant Shares issuable upon such exercise, free of restrictive legends except (i) either in the exercise event that a registration statement covering the resale of each the Warrant evidenced by such Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Certificate. Such certificate Shares are not freely transferable without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) if this Warrant shall be deemed to have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become a holder of record of such shares of Common Stock (a “Shareholder”) Warrant Shares as of the date Date of Exercise of this Warrant. The Company shall, upon request of the surrender of such Holder, if available, use its best efforts to deliver Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or Shares hereunder electronically through the Company.”Depository Trust Corporation or another established clearing corporation performing similar functions. (d) (e) A "Date of Exercise" means the date on which the Company shall have received (i) the Form of Election to Purchase attached hereto (or attached to such New Warrant)

Duration and Exercise of Warrants. The Warrants shall may be exercised ____ ____________________________________ and will expire at 5:01 p.m. Atlanta time on November 14, 2005 (such date of expiration being herein referred to as the “Expiration Date”). The Holder agrees to exercise all of his Warrants effective at 5:00 p.m. Atlanta time New York time, on ___ ______, _____ (the "Expiration Date"). After 5:01 p.m. Atlanta time on Upon the Expiration Date, unexercised all rights evidenced by the Warrants will shall cease and the Warrants shall become wholly void and void. The holder of no value. In connection with this Warrant shall have the exercise of right to purchase from the WarrantsCompany, in whole or in part, the Holder agrees to number of Warrant Shares set forth above (as adjusted pursuant hereto) at the Exercise Price (as adjusted pursuant hereto) per Warrant Share, upon (i) surrender of this Warrant to the Company at the principal office of the Company at 111 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx, xxth the Warrant Certificate evidencing his Warrants, with the form of exercise Exercise Form attached hereto as Exhibit B (the “Exercise Notice”) duly completed and signedsigned by the registered holder hereof or by a duly appointed legal representative or by a duly authorized attorney, and to pay (ii) payment of the amount of the Exercise Price (as adjusted pursuant hereto) multiplied by the number of Warrant Shares in lawful money respect of which such Warrant is then exercised (and any applicable transfer taxes pursuant to the terms hereof) (the "Aggregate Price"). The Aggregate Price may at the option of the United States of America by holder be paid (x) in cash or certified or official bank check payable to the order of the Company on in lawful money of the United States of America, (y) by delivery of debt of obligations of the Company in an amount equal to the Aggregate Price, or prior to November 10, 2005. The Exercise Price and the number (z) by delivery of Warrants or shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon of the exercise Company ("Company Common Stock") having a fair market value (which shall be equal to the closing price of a Warrantthe Company Common Stock on the date immediately preceding the date of delivery (which, in the event the Company Common Stock is not publicly traded, shall be determined by the Board of Directors of the Company) less, in the case of Warrants, the Exercise Price) equal to the Aggregate Price. Upon surrender of a this Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundsas described herein, the Company shall thereupon promptly issue and cause to be issued and shall deliver delivered with all reasonable dispatch to or upon the written order of the registered holder of this Warrant, and in such Holder name or names as such registered holder may designate, a certificate or certificates representing shares of Common Stock for the Common Stock issuable number of Warrant Shares so purchased upon the exercise of each all or a portion of this Warrant, together with cash in respect of any fraction of a Warrant evidenced Share issuable upon such surrender. If a portion of this Warrant is exercised prior to 5:00 p.m. on the Expiration Date, New York time, a new Warrant, duly executed by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “Shareholder”) as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Company, will be issued promptly to the holder for the remaining number of Warrant Shares exercisable pursuant to this Warrant so surrendered, and the Company will deliver promptly the new Warrant to the holder.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 p.m. Atlanta time on November 14, 2005 the expiration date set forth in the applicable Issuer Order (such date of expiration being herein referred to as the “Expiration Date”). The Holder agrees Each Warrant may be exercised on any business day prior to exercise all the close of his Warrants effective at 5:00 p.m. Atlanta time business on the Expiration Date. After 5:01 p.m. Atlanta time the close of business on the Expiration Date, unexercised the Warrants will become wholly void and of no value. In connection with Subject to the exercise provisions of the Warrantsthis Agreement, including Section 11, the Holder agrees holder of each whole Warrant shall have the right to purchase from each Issuer (and each Issuer shall issue and sell to such holder) the Offered Securities set forth in the applicable Issuer Order at the initial exercise price set forth in the applicable Issuer Order (the Exercise Price) of [•] upon the surrender on any business day prior to the Company close of business on the Expiration Date to the Warrant Agent at the Warrant Agent Office of the Warrant Certificate evidencing his Warrantssuch Warrant, with the form of election to exercise attached hereto as Exhibit B (the “Exercise Notice”) on the reverse thereof duly completed filled in and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by means of a certified or official bank check payable to the order relevant Issuer or upon the receipt of such other consideration as specified in the applicable Issuer Order. The Warrants evidenced by a Warrant Certificate shall be exercisable prior to the close of business on the Expiration Date, at the election of the Company on or prior registered holder thereof, either as an entirety or, unless the applicable Issuer Order provides otherwise, from time to November 10, 2005. The Exercise Price and time for part of the number of shares of Common Stock purchasable upon exercise of Warrants specified in the Warrant Certificates. In the event that less than all the Warrants evidenced by a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the close of business on the Expiration Date, a Warrantnew Warrant Certificate or Certificates will be issued for the remaining number of Warrants. Upon such surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundsPrice, the Company Warrant Agent shall thereupon promptly cause to be issued request that the transfer agent for the Offered Securities (the Transfer Agent) issues and shall deliver delivers to or upon the written order of the registered holder of such Holder Warrant Certificate and in such name or names as such registered holder may designate a certificate for the Common Stock Offered Securities issuable upon the exercise of each Warrant the Warrants evidenced by such Warrant CertificateCertificates. Such certificate shall be deemed to have been issued and such Holder any person so designated to be named therein shall be deemed to have become a the holder of record of such shares of Common Stock (a “Shareholder”) Offered Securities as of the date of the surrender of such Warrant Certificate Certificates and payment of the Exercise Price. The Warrant Agent is hereby authorized to countersign and deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 5 and of this Section 6. All shares of Common Stock issued Warrant Certificates surrendered upon exercise of the Warrants shall be duly canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be destroyed by the Warrant Agent and validly authorized and issued, fully-paid and non-assessable, free and clear a certificate of all liens, claims, charges or encumbrances created by or through such destruction shall be sent to the Companyrelevant Issuer.”

Duration and Exercise of Warrants. The Warrants shall expire at 5:01 5:00 p.m. Atlanta time ten years following the date of issuance, provided, that if such date falls on a day other than a Business Day, then the Warrants shall expire at 5:00 p.m. Atlanta time on November 14, 2005 the next succeeding Business Day (such date of expiration being herein referred to as the “"Expiration Date”"). The Holder agrees A "Business Day" shall mean a day other than a Saturday, Sunday or a public or national bank holiday or the equivalent for banks generally under the laws of the State of Georgia. Each Warrant may be exercised on any Business Day on or prior to exercise all of his Warrants effective at 5:00 p.m. Atlanta time on the Expiration Date. After 5:01 5:00 p.m. Atlanta time on the Expiration Date, unexercised Warrants will become wholly void and of no value. In connection with Subject to the provisions of this Agreement, each Holder shall have the right to purchase from the Company (and the Company shall issue and sell to such Holder) such number of fully paid and nonassessable shares of Common Stock to which this Warrant relates at the exercise of price (the Warrants"Exercise Price") provided in Section 5 hereof at the time in effect hereunder, the Holder agrees to upon surrender to the Company of the Warrant Certificate evidencing his Warrantssuch Warrant, with the form of exercise attached hereto as Exhibit B (the “"Exercise Notice”") duly completed and signed, and to pay upon payment of the Exercise Price in lawful money of the United States of America by certified or official bank check payable to the order of the Company on or prior to November 10, 2005Company. The Exercise Price and the number of shares of Common Stock purchasable upon exercise of a Warrant shall be subject to adjustment as provided in Section 9. Except as provided in Section 9, no adjustment shall be made for any cash dividends or other distributions on or in respect of the Common Stock or other securities purchasable upon the exercise of a Warrant. Upon surrender of a Warrant Certificate and payment of the Exercise Price at the time in effect hereunder in cash or other immediately available fundsby certified check or bank draft payable to the order of the Company, the Company shall thereupon promptly cause to be issued and shall deliver to or upon such Holder a certificate for the Common Stock issuable upon the exercise of each Warrant evidenced by such Warrant Certificate. Such certificate shall be deemed to have been issued and such Holder shall be deemed to have become a holder of record of such shares of Common Stock (a “"Shareholder”") as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price. All shares of Common Stock issued upon exercise of the Warrants shall be duly and validly authorized and issued, fully-paid and non-assessable, free and clear of all liens, claims, charges or encumbrances created by or through the Company. The Warrants evidenced by a Warrant Certificate shall be exercisable, at the election of any Holder, either as an entirety or from time to time for part only of the number of Warrants evidenced by the Warrant Certificate. In the event that less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised, a new Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Warrant Certificate so surrendered.”