Common use of Exercise Procedure Clause in Contracts

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference Subject to the applicable Warrant Certificate sufficient to identify it) terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Warrant Agent (orCompany at its executive offices, in signifying the case Employee's election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a Global Warrant Certificate, properly delivered statement by the Participant Employee (in accordance a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Depository’s procedures), at its address for notice set forth in Section 14, and, in Shares has been declared effective by the case of a Cash Exercise, payment Securities and Exchange Commission) and must be accompanied by the full purchase price of the Aggregate Exercise Price Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the date that is one (1) Trading Day after person or persons other than the Date of ExerciseEmployee, the Company shallmay require, on or prior as a condition to the date that is exercise of the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later dateOption, the “Warrant Share Delivery Date”), (i) provided submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Company’s transfer agent (Shares have not been registered under the “Transfer Agent”) is participating in Securities Act of 1933, that the Depository’s Fast Automated Securities Transfer Program shares have been acquired for investment purposes and either not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is available not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the Warrant certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise subject to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseOption.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 1413, and, in the case of a Cash Exercise, and payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 9 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian systemShares, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, and payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian systemShares, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent for the account of the Company of the Exercise Price (or, in the case of adjusted as herein provided if applicable) or on a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedurescashless basis pursuant to Section 6(d), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be made by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such exercisesurrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Person Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to which the Holder order of the Company in New York Clearing House Funds, or Participantthe equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to which the Holder order of the Company in New York Clearing House Funds, or Participantthe equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to which the Holder order of the Company in New York Clearing House Funds, or Participantthe equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Founder’s Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent for the account of the Company of the Exercise Price (or, adjusted as herein provided if applicable) for the number of Warrant Shares in the case respect of which such Warrants are then exercised. Subject to any Sponsor or Permitted Transferee's election to exercise its Sponsors' Warrants on a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice cashless basis as set forth in Section 14, and, in the case of a Cash Exercise6(d), payment of the Aggregate aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the date that is one (1order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Sections 6(e) Trading Day after and 7 hereof, upon such surrender of Warrants and payment of the Date of ExerciseExercise Price, the Company shall, on shall issue and cause to be delivered with all reasonable dispatch to and in such name or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of names as the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors' Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to which the Holder order of the Company in New York Clearing House Funds, or Participantthe equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such timesTo exercise this Warrant, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference Warrantholder shall deliver to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), Company at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, principal executive offices: (a) payment of the Aggregate aggregate Exercise Price in the manner provided in Section 2.3 (as computed by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of multiplying (A) the date that is three (3) Trading Days after the Date of Exercise and Price by (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to for which the Holder Warrantholder is entitled exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within three (3) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in Section 2.6. Any Person so designated Such stock certificate(s) shall be in such denominations and registered in the name(s) set forth in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). Upon issuance hereof, all shares of Common Stock issuable upon exercise of this Warrant shall be included in an effective registration statement under the Securities Act. The Company shall use all commercially reasonable efforts (including filing an amendment to such registration statement on Form S-3 (or other appropriate form) promptly after the date hereof) to maintain such registration statement current and effective under Section 10 of the Securities Act until the earlier to occur of (i) such time as all shares issuable hereunder have been issued pursuant such registration statement, (ii) such time as all shares issuable upon exercise of this Warrant are eligible to be sold or transferred under Rule 144 (or similar provisions then in effect) promulgated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as SEC under the Securities Act without holding period or volume limitations, and (iii) the end of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExercisePeriod.

Exercise Procedure. At such timesTo exercise this Warrant, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference Warrantholder shall deliver to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), Company at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, principal executive offices: (a) payment of the Aggregate aggregate Exercise Price in the manner provided in SECTION 2.3 (as computed by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of multiplying (A) the date that is three (3) Trading Days after the Date of Exercise and Price by (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to for which the Holder Warrantholder is entitled exercising this Warrant at such time); (b) a completed and properly executed Notice of Exercise in substantially the form attached hereto as Annex I; and (c) this Warrant. The minimum number of shares of Common Stock for which this Warrant or any portion thereof shall be exercisable at any one time shall be 10,000, unless the remaining number of shares of Common Stock for which this Warrant is then exercisable shall be less than 10,000, in which case such remaining shares shall be the minimum number of shares of Common Stock for which this Warrant is then exercisable. Upon receipt of the aggregate Exercise Price and the required deliverables pursuant to the preceding sentence, the Company shall, within five (5) Business Days thereafter, subject to receipt of any required regulatory approvals (including expiration of any required waiting period), deliver to the Warrantholder duly executed certificate(s) representing the aggregate number of shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a Warrant Share as provided in SECTION 2.6. Any Person so designated by Such stock certificate(s) shall be in such denominations and registered in the Holder name(s) as the Warrantholder shall request in the Notice of Exercise. If this Warrant shall have been exercised in part, the Company shall deliver to receive the Warrantholder a new warrant evidencing the rights of the Warrantholder to purchase the remaining Warrant Shares issuable (which shall in all other respects be identical to this Warrant). All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed validly issued, fully paid and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it nonassessable and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercisewithout any preemptive rights.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent for the account of the Company of the Exercise Price (or, in the case of adjusted as herein provided if applicable) or on a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedurescashless basis pursuant to Section 6(d), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be made by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such exercisesurrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Person Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed the Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which that the Aggregate Exercise Price has been is paid in accordance with Section 10 below to the Company (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository DTC through its Deposit Or Withdrawal At Custodian Agent Commission system, or (ii) if the Transfer Agent is not participating in the Depository’s DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that later of (x) the Date of Exercise of the relevant Warrant and (y) the date on which the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed (A) the Form of Election to Purchase attached thereto (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that appropriately completed and duly signed, and (B) in the case of a Cash Exercise, payment of the Exercise Price in accordance with Section 10 for the number of Warrant Shares so indicated by the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exerciseto be purchased.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal share transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent for the account of the Company of the Exercise Price (or, in the case of adjusted as herein provided if applicable) or on a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedurescashless basis pursuant to Section 6(d), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be made by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such exercisesurrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Person Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, or on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled cashless basis pursuant to such exercise to the Holder’sSection 6.4, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6.4) shall be made by certified check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Sections 6.5 and 7 hereof, upon such exercisesurrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6.4, if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Person Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6.4, if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such timesIn the event LabCorp wishes to exercise the Option, and upon such representations and agreementsLabCorp shall deliver to the Stockholder a written notice (an "Exercise Notice"). Provided that the conditions set forth in paragraph (f) hereof to the Stockholder's obligation to sell the Subject Shares to LabCorp hereunder have been satisfied or, if legally possible, waived, LabCorp shall, upon delivery of an appropriately completed the Exercise Notice and duly signed Form tender of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent aggregate Exercise Price (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s proceduresas defined below), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall immediately be deemed to have become be the holder of record of such Warrant Subject Shares as purchasable upon such exercise, notwithstanding that the stock transfer books of the time Company shall then be closed or that certificates representing the Holder Subject Shares shall not theretofore have been delivered to LabCorp. If the Warrant Agent an appropriately completed conditions set forth in paragraph (f) hereof have not been satisfied or, if legally possible, waived, LabCorp shall not be deemed to be the holder of record unless and duly signed Form until the conditions in paragraph (f) have been satisfied or, if legally possible, waived. The closing of Election to Purchase the purchase of the Subject Shares (with the Warrant Shares "Closing") shall occur at a place, on a date and at a time designated by LabCorp in the Exercise Log attached to it and reference Notice delivered at least two (2) business days prior to the relevant Warrant Certificate sufficient to identify itdate of the Closing, and shall occur no later than fifteen (15) days after the Exercise Notice is delivered or, if a waiting period under the HSR Act, the Investment Canada Act, the Competition Act (Canada), or the pre-merger filing requirements of any other jurisdiction applies to the acquisition of the Subject Shares by LabCorp, fifteen (15) days after the expiration or termination of all such applicable waiting periods; provided that the Holder delivers the Aggregate Exercise Price by the date if that is one expiration or termination does not occur within thirty (130) Trading Day days after the Date of ExerciseDrop Dead Date, as that term is defined under the Merger Agreement (including any modifications or extensions thereof) (the "Option Drop Dead Date"), the Closing shall not occur, and the Exercise Notice shall be deemed to be null and void.

Exercise Procedure. At Subject to the foregoing and the other provisions hereof, the Warrantholder may exercise this Warrant from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the form attached hereto (the "Exercise Agreement") to the Company on any business day at the Company's principal executive offices (or such timesother office or agency of the Company as it may designate by notice to the holder hereof), and upon such representations and agreements(ii) making payment to the Company either (A) in cash, upon delivery by certified or official bank check or by wire transfer of an appropriately completed and duly signed Form immediately available funds for the account of Election to Purchase (with the Company, of the Warrant Price for the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, specified in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on Agreement or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) by delivery to the date that is two Company of a written notice of an election to effect a "Cashless Exercise" (2as defined below) Trading Days after for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or such holder's designee, as the record owner of such shares, as of the close of business on the date on which the Aggregate completed Exercise Price has Agreement shall have been paid in accordance with Section 10 below delivered to the Company (or such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating date as may be specified in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available Exercise Agreement). Certificates for the issuance of the Warrant Shares or so purchased, representing the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as shares specified in the Form of Election Exercise Agreement, shall be promptly delivered to Purchasethe Warrantholder within a reasonable time, a certificate, not exceeding three (3) business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the Company’s share register in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Holder or Company shall (subject to Section 3(d) below), at its designeeexpense, for at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the number of shares of Common Stock with respect to which this Warrant shall not then have been exercised. As used herein, "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the Holder is entitled pursuant city of New York, New York are authorized or required by law or executive order to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exerciseremain closed.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to in respect of which such Warrants are then exercised. Payment of the Holder or Participantaggregate Exercise Price (unless on a cashless basis, as the case may be, is entitled pursuant to such exercise set forth below) shall be made by certified or official bank check payable to the Holder’s, Participant’sorder of the Company in New York Clearing House Funds, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian systemequivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price (or (iinotice of settlement on a cashless basis, if applicable) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, Company shall issue and cause to be delivered with all reasonable dispatch by overnight courier to and in such name or names as the address as specified in the Form of Election to PurchaseWarrant holder may designate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis as set forth above, as applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 4 hereof and of this Section 6, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsor's Warrant shall contain the following legend, unless such Warrant Shares were issued pursuant to an effective registration statement under the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At Subject to the terms of Section 1.1 and Section 17.1, 17.2 and 17.3 hereof, the purchase rights represented by this Warrant may be made at any time and from time to time, in whole or in part, on or after the Commencement Date but before 5:00 p.m. Mountain Time on the Expiration Date, by (i) delivering the Notice of Exercise annexed hereto duly completed and executed (which may be by facsimile) to the Company at the principal office of the Company (or such timesother office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company), and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate full Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the shares thereby purchased, whereupon the holder of this Warrant Shares or the Warrants are exercised through shall be entitled to receive a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, certificate for the number of shares of Common Stock so purchased. Subject to which subsection (b) below, payment of the Exercise Price of the shares shall be by certified check or cashier’s check or by wire transfer (of same day funds) to an account designated by the Company in an amount equal to the Exercise Price multiplied by the number of shares being purchased. The Company and the Holder expressly agree that if on the date of any exercise election by Holder under this Warrant a registration statement pursuant to the 1933 Act covering the resale of the WARRANT SHARES that are the subject of the Exercise Notice by the Holder is entitled pursuant not available for the resale of such WARRANT SHARES, the Holder may exercise its right to receive Common Stock on a net basis such exercise. Any Person so designated that, without any payment of funds by the Holder, the Holder to receive Warrant Shares shall be deemed to have become holder receives that number of record shares of such Warrant Shares as Common Stock equal to: (A) the WARRANT SHARES multiplied by: (B) the ratio of (i) the “Market Price” defined below less the EXERCISE PRICE; divided by (ii) the Market Price. “Market Price” means, the average of the time that daily closing prices for a share of the Holder shall have delivered to Company’s Common Stock in the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase PRINCIPAL MARKET for the ten (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the 10) consecutive trading days before such date that is one (1) Trading Day after the Date of Exerciseexcluding any trades which are not bona fide arm’s length transactions.

Exercise Procedure. At such times, and upon such representations and agreements, upon This Option will be exercised in whole or in part by the Participant's delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient Company of written notice setting forth the number of shares with respect to identify it) which this Option is to the Warrant Agent (orbe exercised, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance together with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price for such shares by cash or other means acceptable to the Committee, including: (a) by tendering shares of Stock valued at Fair Market Value as of the day of exercise; (b) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of this Option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (c) by a “net settlement” of this Option, using a portion of the shares of Stock obtained on exercise in payment of the Exercise Price; (d) by personal, certified or cashier's check; (e) by other property deemed acceptable by the date that is one Committee; or (1f) Trading Day after by any combination thereof. Under no circumstances will fractional shares of Stock be issued; if the Date Participant elects to pay the Exercise Price using shares of ExerciseStock already owned by him or her, or Shares to be received from his or her exercise of this Option and such payment involves a fraction of a share of Stock, the remaining fraction of such share shall be redeemed by the Company shall, on or prior to and the date that is Company shall pay the later Participant the Fair Market Value of (A) such fractional share in cash in lieu of issuing such fractional share. Upon the date that is three (3) Trading Days after the Date exercise of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later datethis Option, the “Warrant Share Delivery Date”)Participant shall have the right to direct the Company to satisfy the minimum required federal, (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program state and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch local tax withholding by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for reducing the number of shares of Common Stock to which (based on the Holder is entitled pursuant to such exercise. Any Person so designated by Fair Market Value on the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time date that the Holder shall have Option is exercised) otherwise to be delivered to the Warrant Agent an appropriately completed and duly signed Form Participant that are necessary to satisfy the minimum amount of Election the taxes required to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercisebe withheld.

Exercise Procedure. At such times, (a) This Warrant may be exercised by the Registered Holder in whole or in part (but not as to fractional shares of Warrant Stock) by the surrender of this Warrant and upon such representations and agreements, upon delivery of an appropriately completed and executed Notice of Exercise in the form appended hereto duly signed Form of Election executed by the Registered Holder to Purchase (with the Company at its principal office at any time or times during the Exercise Period accompanied by payment for the Warrant Shares Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or bank check. In the event of a partial exercise of this Warrant, this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the shares of Warrant Stock purchasable hereunder. This Warrant will be deemed to have been exercised as such time (the "Exercise Log attached Date") as the Company has received the Notice of Exercise accompanied by this Warrant and reference a wire transfer to an account designated by the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, Company or a certified or bank check in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment amount of the Aggregate Exercise Price multiplied by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Warrant Stock to for which the Warrant is being exercised. Alternatively, the Registered Holder is entitled pursuant may elect to such exercise. Any Person so designated exercise the rights represented by this Warrant in whole or in part (but not as to fractional shares of Warrant Stock) by the Holder to receive surrender of this Warrant Shares and delivery of an executed Notice of Exercise specifying that the Warrant shall be deemed to have become holder of record of such Warrant Shares as of exercised, and the time that exercise price therefor paid, by the Holder shall have delivered Company's issuing to the Registered Holder a number of shares of Warrant Agent an appropriately completed and duly signed Form of Election to Purchase Stock computed using the following formula: X = Y (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1A-B) Trading Day after the Date of Exercise.------- A

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to which the Holder order of the Company in New York Clearing House Funds, or Participantthe equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At This Warrant will be deemed to have been exercised when the Company has received at its principal office at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000, or at such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with other address as the Warrant Shares Exercise Log attached and reference Company may designate by notice in writing to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseRegistered Holder, the Company shall, on or prior to the date that is the later of following items (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (any such later datecase, the “Warrant Share Delivery Date”), "Exercise Time"): (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating this Warrant with a Subscription Form in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for form of Annex I hereto duly executed by the issuance of the Warrant Shares or the Warrants are exercised through a Cashless ExerciseRegistered Holder, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if this Warrant is being exercised by an assignee of Purchaser or other subsequent holder, the Transfer Agent is not participating Assignment or Assignments in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier form of Annex II hereto evidencing the assignment of this Warrant to the address Registered Holder, and (iii) a check payable to the Company in an amount equal to the Warrant Price multiplied by the number of shares of Common Stock being purchased upon such exercise (the items referred to in clauses (i), (ii) and (iii) being referred to herein collectively as specified in the Form "EXERCISE DOCUMENTS"). In case of Election any partial exercise of this Warrant, the Company shall promptly execute and deliver to Purchase, the Registered Holder a certificate, registered in new warrant of like tenor and date for the Company’s share register in the name balance of the shares of Common Stock purchasable hereunder. After receipt of the Exercise Documents, the Company shall deliver a certificate evidencing the shares of Common Stock purchased upon exercise of this Warrant within ten days after the date of the Exercise Time. The Common Stock issuable upon exercise of this Warrant will be deemed to have been issued to the Registered Holder at the Exercise Time, and the Registered Holder will be deemed for all purposes to have become the record holder of such Common Stock at the Exercise Time. All shares of Common Stock which may be issued upon the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect thereto. 2. REORGANIZATION, RECLASSIFICATION, SALE OR MERGER OF THE COMPANY. If at any time while this Warrant is outstanding there shall be any capital reorganization or its designeereclassification of the capital stock of the Company or any Merger or Sale of the Company (as defined herein) shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization, reclassification, Sale or Merger, lawful and adequate provision (in a form reasonably satisfactory to the Registered Holder) shall be made whereby the Registered Holder shall thereafter have the right to acquire and receive, in lieu of the shares of Common Stock immediately theretofore receivable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore receivable had such reorganization, reclassification, Sale or Merger not taken place, and in any such case appropriate provision shall be made with respect to which the Holder rights and interests of such holder to the end that the provisions hereof shall thereafter be applicable to this Warrant (including, if necessary to effect the adjustments contemplated herein, an immediate adjustment, by reason of such reorganization, reclassification, Sale or Merger, of the Warrant Price to reflect the value for the Common Stock evidenced by the terms of such reorganization, reclassification, Sale or Merger if the value so evidenced is entitled pursuant less than such Warrant Price in effect immediately prior to such exercisereorganization, reclassification, Merger or Sale). Any Person so designated The Company will not effect any such Sale or Merger, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such Sale or Merger or if the corporation purchasing such assets shall assume by written instrument (in a form reasonably satisfactory to the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have Registered Holder), executed and mailed or delivered to the Warrant Agent an appropriately completed and duly signed Form Registered Holder at the last address of Election such holder appearing on the books of the Company, the obligation to Purchase (deliver to such holder such shares of stock, securities or assets as, in accordance with the Warrant Shares Exercise Log attached foregoing provisions, such holder may be entitled to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercisereceive.

Exercise Procedure. At such timesIn the event that Grantee wishes to exercise the Grantor Option, Grantee shall deliver to Grantor written notice (an "Exercise Notice") specifying the total number of shares of Grantor Common Stock that Grantee wishes to purchase (the "Option Shares"). To the extent permitted by law and the Certificate of Incorporation, as amended, of Grantor (the "Grantor Charter"), and upon such representations and agreementsprovided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of an appropriately completed the Exercise Notice and duly signed Form tender of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient aggregate Exercise Price (as defined in Section 2(e) below), immediately be deemed to identify it) be the holder of record of the Option Shares, notwithstanding that the stock transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to the Warrant Agent (or, in the case Grantee. Each closing of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shallplace, on or a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date that is of such Closing. Termination of the later Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of (A) the Merger; the date that on which the Merger Agreement is three properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (313) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days months after the date on which the Aggregate Exercise Price Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be exercised by reason of any applicable judicial or governmental judgment, decree, order, law or regulation, the Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Omaha, Nebraska time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the request of Grantor or any of its Affiliates or a party that has been paid made or is proposing to make an Acquisition Proposal (as such term is defined in accordance with Section 10 below (the Merger Agreement) for Grantor, and such later datejudgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the “Warrant Share Delivery Date”time during which the Grantor Option shall remain exercisable shall be extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (other than Section 7(a)(i), (i) and 9 shall not terminate upon termination of Grantee's right to exercise the Grantor Option with respect to shares acquired prior to termination, but shall extend to the time provided that in such sections. Notwithstanding the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance termination of the Warrant Shares or Grantor Option, Grantee shall be entitle to purchase the Warrants are exercised through a Cashless Exercise, credit such aggregate number shares of Warrant Shares Grantor Common Stock with respect to which Grantee had exercised the Holder or Participant, as the case may be, is entitled pursuant Grantor Option prior to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercisetermination.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent for the account of the Company of the Exercise Price (or, in the case of adjusted as herein provided if applicable) or on a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedurescashless basis pursuant to Section 6(d), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be made by certified check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such exercisesurrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Person Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference Subject to the applicable Warrant Certificate sufficient to identify it) terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Warrant Agent (orCompany at its executive offices, in signifying the case Employee"s election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a Global Warrant Certificate, properly delivered statement by the Participant Employee (in accordance a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Depository’s procedures), at its address for notice set forth in Section 14, and, in Shares has been declared effective by the case of a Cash Exercise, payment Securities and Exchange Commission) and must be accompanied by the full purchase price of the Aggregate Exercise Price Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the date that is one (1) Trading Day after person or persons other than the Date of ExerciseEmployee, the Company shallmay require, on or prior as a condition to the date that is exercise of the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later dateOption, the “Warrant Share Delivery Date”), (i) provided submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Company’s transfer agent (Shares have not been registered under the “Transfer Agent”) is participating in Securities Act of 1933, that the Depository’s Fast Automated Securities Transfer Program shares have been acquired for investment purposes and either not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is available not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the Warrant certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise subject to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseOption.

Exercise Procedure. At Subject to the terms and conditions set forth herein, the Options are exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise an Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such timesShares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, and upon such representations and agreementsor by certified or bank cashier's check payable to the order of the Company, upon delivery free from all collection charges. If notice of the exercise of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered Option is given by the Participant in accordance with person or persons other than the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseEmployee, the Company shallmay require, on or prior as a condition to the date that is exercise of the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later dateOption, the “Warrant Share Delivery Date”), (i) provided submission to the Company of appropriate proof of the right of such person or person to exercise the Option. Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Company’s transfer agent (Shares have not been registered under the “Transfer Agent”) is participating in Securities Act of 1933, that the Depository’s Fast Automated Securities Transfer Program shares have been acquired for investment purposes and either not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is available not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the Warrant certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise subject to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseOption.

Exercise Procedure. At such timesWarrants may be exercised by their surrender to the Company at the Warrant Agent's principal executive offices in Charlotte, and upon such representations and agreementsNorth Carolina, upon delivery of an appropriately with the election to purchase form attached thereto duly completed and duly signed Form executed, accompanied by payment of Election to Purchase (with the aggregate Exercise Price for the Warrant Shares Exercise Log attached and reference to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the applicable order of the Company or by wire transfer to an account designated by the Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with all transfer taxes paid or provided for), and (c) if payment is to be made by a surrender of Warrants, by surrender of certificates representing such Warrants. The Warrant Certificate sufficient Agent shall promptly forward to identify it) to the Company all monies and certificates for shares of Common Stock received by the Warrant Agent (or, in for the case purchase of a Global Warrant Certificate, properly delivered by shares of Common Stock through the Participant in accordance with exercise of Warrants. Promptly after the Depository’s procedures), at its address for notice set forth in Section 14, and, in exercise of any Warrants and the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExercisePrice, upon compliance with Section 6 hereof, the Company shall, on shall issue a certificate or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available certificates for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of full Warrant Shares to which the Holder thereof is entitled, registered in accordance with the instructions set forth in the election to purchase, together with cash as provided in Section 11 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a new Warrant Certificate representing all remaining unexercised Warrants. The Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate(s) pursuant to the provisions of this Section and of Section 4 of this Warrant Agreement and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, and listed on the NYSE or Participanton such other national securities exchange or Nasdaq National Market, as the case may be, is entitled pursuant to on which such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciselisted or included. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of Upon compliance with Section 6 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseHolder.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by certified check or wire transfer in lawful money of the United States of America. In no event will any Warrants be settled on a net cash basis. Subject to which the Holder provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or Participant, names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 4 hereof and of this Section 6, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all cleared monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery (i) This Warrant shall be deemed to have been exercised when the Company has received all of an appropriately the following items (the "Exercise Time"): (a) a completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (orAgreement, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice form set forth in Section 141C below, and, in executed by the case of a Cash Exercise, payment person exercising all or part of the Aggregate Exercise Price purchase rights represented by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “this Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”"Purchaser"); (b) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or this Warrant; (iic) if the Transfer Agent this Warrant is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Purchaser, an Assignment or Assignments in the form set forth in Exhibit II hereto evidencing the assignment of this Warrant, or part thereof, to the Purchaser, in which case the Registered Holder or its designee, for shall have complied with the provisions set forth in Section 7 hereof; and (d) either (1) a check payable to the Company in an amount equal to the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise (the "Aggregate Exercise Price"), (2) the surrender to the Company of debt or equity securities of the Company having a Market Price (as defined below) equal to the Aggregate Exercise Price of the Common Stock being purchased upon such exercise (provided that for purposes of this subparagraph, the Market Price of any note or other debt security or any preferred stock shall be deemed to be equal to the aggregate outstanding principal amount or liquidation value thereof plus all accrued and unpaid interest thereon or accrued or declared and unpaid dividends thereon) or (3) a written notice to the Company that the Purchaser is exercising the Warrant (or a portion thereof) by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon such exercise of the Warrant which the Holder is entitled pursuant to such exercise. Any Person so designated when multiplied by the Holder Market Price of the Common Stock is equal to receive the Aggregate Exercise Price (and such withheld shares shall no longer be issuable under this Warrant). The "Market Price" shall be the average of the closing bid and asked share prices quoted for the Company's Common Stock on the National Association of Securities Dealers, Inc. Over-the-Counter Bulletin Board or, if the Company's Common Stock is then traded on The Nasdaq Stock Market or an exchange, the average of the high and low share prices of the Company's Common Stock reported on The Nasdaq Stock Market or such exchange. (ii) Certificates for shares of Common Stock purchased upon exercise of this Warrant Shares shall be delivered by the Company to the Purchaser within five business days after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and shall, within such five-day period, deliver such new Warrant to the person designated for delivery in the Exercise Agreement. (iii) The Common Stock issuable upon the exercise of this Warrant shall be deemed to have been issued to the Purchaser at the Exercise Time, and the Purchaser shall be deemed for all purposes to have become the record holder of record of such Warrant Shares as of Common Stock at the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseTime.

Exercise Procedure. At such times(a) In connection with any exercise of this Option pursuant to Section 1 of this Option Agreement, and upon such representations and agreements, upon delivery of the Issuer shall deliver an appropriately completed and duly signed Form of Election to Purchase irrevocable written notice (with the Warrant Shares “Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify itNotice”) to Holder stating that the Warrant Agent Issuer is exercising its rights pursuant to Section 1 of this Option Agreement and specifying (or, in i) the case number of a Global Warrant Certificate, properly delivered Option Shares to be subscribed for and acquired by the Participant in accordance with Holder, (ii) the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate aggregate Exercise Price by the date that is one for such Option Shares, (1iii) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate exercise of the Option in respect of such Option Shares is to be consummated, which date shall be at least twenty-one (21) days after the date the Exercise Notice is delivered to the Holder, or such shorter period of time agreed to by the Holder (the “Exercise Closing Date”); provided that the Exercise Closing Date shall be the same date as the exercise of the pro rata portion of the options under the Other Option Agreements will be consummated, and (iv) the wire instructions for delivery of the applicable Exercise Price has been paid to the Issuer. The Issuer shall not be permitted to deliver more than two (2) Exercise Notices to a given Holder during the term of this Option Agreement, except in the event any such Exercise Notice is withdrawn by the Issuer prior to consummation of the exercise of the Option pursuant to such Exercise Notice. Subject to the terms and conditions of this Option, on any such Exercise Closing Date, the Holder shall exercise this Option and subscribe for and acquire Option Shares in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that terms set forth in this Option Agreement and the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseNotice.

Exercise Procedure. At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (orincluding, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), via facsimile or email attachment at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is the earlier of (i) three (3) Trading Days after the Date of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program (“FAST”) and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer ProgramFAST program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the Warrants remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Form of Election to Purchase.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to which the Holder order of the Company in New York Clearing House Funds, or Participantthe equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants together with cash as provided in Section 12 hereof. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors' Warrants shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such timesIn order to exercise the Warrants, Registered Holder shall deliver a written notice to Borrower at its principal office (the "Exercise Notice"), signed by Registered Holder stating that it elects to exercise all or a portion of this Agreement and upon such representations and agreements, upon delivery stating the number of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares it is exercising; the Exercise Log attached Price therefor (it is exercising a Series A or a Series B Warrant; and reference noting whether the Exercise Price is being paid by reduction of the Consolidated Term Loan or in cash (and if by cash, a certified check for the Exercise Price shall accompany the Exercise Notice). The date of receipt by Borrower of the Exercise Notice is herein referred to as the applicable Warrant Certificate sufficient to identify it) to "Date of Exercise". If the Warrant Agent (or, Registered Holder states in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Notice that it is paying Exercise Price by reduction to the date that is one Term Loan, the principal amount of the Consolidated Term Loan will be automatically reduced (1in inverse order of maturity) Trading Day by the total amount of the Exercise Price for the portion of the Warrant exercised. The Borrower will provide the Registered Holder notice of any exercise of this Warrant and of the amount of the reduction of the principal amount of the Consolidated Term Loan. Except as specifically provided herein, nothing contained in this Warrant shall be construed so as to release Borrower from payment or performance in full of all Liabilities or other amounts due hereunder or under the Exercise Amount. 2.6 As promptly as practicable (but in any event no more than 15 Business Days) after the Date of Exercise, Borrower shall issue or cause to be issued and deliver or cause to be delivered to Registered Holder, a certificate or certificates for the Company shall, on number of Common Shares deliverable upon the exercise of this Warrant (or specified portion hereof). Such exercise shall be deemed to have been effected immediately prior to the date that is the later close of (A) the date that is three (3) Trading Days after business on the Date of Exercise and (B) at such time the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program rights of Registered Holder hereunder shall cease and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Registered Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become on such date the holder of record of the Common Shares represented by the certificates received by Registered Holder; provided, however, that no such surrender on any date when the share transfer registers for Common Shares of Borrower shall be closed shall be effective to constitute Registered Holder as the holder of record of such Common Shares on such date, but such surrender shall be effective to constitute Registered Holder as the holder of record thereof for all purposes at the close of business on the next succeeding day on which such share transfer registers are open. No payment or adjustment shall be made upon any exercise on account of any cash dividends on the Common Shares issuable upon exercise. Borrower acknowledges that this Warrant Shares as may be exercised in part(s), and 2.7 Borrower acknowledges and agrees that any unexercised portion of the Warrant may, at any time that the Holder shall have delivered prior to the Warrant Agent an appropriately completed maturity date and duly signed Form of Election to Purchase (with at the Warrant Shares Exercise Log attached to it Registered Holder's sole discretion, be exercised in any such portions and reference at any such times as the Registered Holder may so decide subject to the relevant Warrant Certificate sufficient to identify it)restriction that all exercises when added up cumulatively shall not exceed 20% of the then issued and outstanding Common Shares of Borrower, provided that taking into consideration the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise.shares issued upon exercise. 2.8

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, or on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled cashless basis pursuant to such exercise to the Holder’sSection 6.4, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6.4) shall be made by certified check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Sections 6.5 and 7 hereof, upon such exercisesurrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6.4, if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Person Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6.4, if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsor’s Warrant shall contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent for the account of the Company of the Exercise Price (or, in the case of adjusted as herein provided if applicable) or on a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedurescashless basis pursuant to Section 6(d), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designeeapplicable, for the number of shares Warrant Shares in respect of Common Stock to which such Warrants are then exercised. Payment of the Holder is entitled aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be made by certified or official bank check payable to the order of the Company. In no event will any Warrants be settled on a net cash basis. Anything herein to the contrary notwithstanding, in the event that any Warrants are issued in book-entry form through the facilities of The Depository Trust Company or a similar depositary (in either case, the “Depositary”), then such exerciseWarrants may be exercised and the Warrant Certificate surrendered in accordance with the procedures of the Depositary as in effect from time to time. Any Person Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be deemed to have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the office of the Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof properly filled in and duly signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to in respect of which such Warrants are then exercised. Payment of the Holder or Participantaggregate Exercise Price (unless on a cashless basis, as the case may be, is entitled pursuant to such exercise set forth below) shall be made by certified or official bank check payable to the Holder’s, Participant’sorder of the Company in New York Clearing House Funds, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian systemequivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price (or (iinotice of settlement on a cashless basis, if applicable) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, Company shall issue and cause to be delivered with all reasonable dispatch by overnight courier to and in such name or names as the address as specified in the Form of Election to PurchaseWarrant holder may designate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis as set forth above, as applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued by the Company, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 4 hereof and of this Section 6, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be delivered by the Warrant Agent to the Company from time to time upon written request. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently account for and pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached through the exercise of such Warrants. The Company shall supply the Warrant Agent from time to it time with such numbers of copies of this Agreement as the Warrant Agent may request. The Warrant Agent shall keep copies of this Agreement and reference any notices given or received hereunder available for examination by any Registered Holder with reasonable prior written notice during normal business hours at its office. Prior to such examination, the relevant Warrant Certificate sufficient Agent may require any such holder to identify it), provided that the Holder delivers the Aggregate Exercise Price submit his Warrant for inspection by the date that is one (1) Trading Day after Warrant Agent. Certificates evidencing Warrant Shares issued upon exercise of a Sponsors’ Warrant or Founders’ Warrant shall contain the Date of Exercisefollowing legend, unless such Warrant Shares were issued pursuant to an effective registration statement under the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such timesIn the event that Grantee wishes to exercise the Grantor Option, Grantee shall deliver to Grantor written notice (an "Exercise Notice") specifying the total number of shares of Grantor Common Stock that Grantee wishes to purchase (the "Option Shares"). To the extent permitted by law and the Certificate of Incorporation, as amended, of Grantor (the "Grantor Charter"), and upon such representations and agreementsprovided that the conditions set forth in Section 3 to Grantor's obligation to issue the shares of Grantor Common Stock to Grantee hereunder have been satisfied or waived, Grantee shall, upon delivery of an appropriately completed the Exercise Notice and duly signed Form tender of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient aggregate Exercise Price (as defined in Section 2(e) below), immediately be deemed to identify it) be the holder of record of the Option Shares, notwithstanding that the stock transfer books of Grantor shall then be closed or that certificates representing the Option Shares shall not theretofore have been delivered to the Warrant Agent (or, in the case Grantee. Each closing of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), purchase of shares of Grantor Common Stock hereunder (a "Closing") shall occur at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shallplace, on or a date, and at a time designated by Grantee in an Exercise Notice delivered at least two (2) business days prior to the date that is of such Closing. Termination of the later Grantor Option. Grantee's right to exercise the Grantor Option shall terminate upon the earliest to occur of: the Effective Time of (A) the Merger; the date that on which the Merger Agreement is three properly terminated pursuant to Article VIII thereof other than under circumstances set forth in Sections 2(a)(i) and 2(a)(ii); and thirteen (313) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days months after the date on which the Aggregate Exercise Price Merger Agreement is terminated. Notwithstanding the foregoing, with respect to clause (iii) in the immediately preceding sentence, if the Grantor Option cannot be exercised by reason of any applicable judicial or governmental judgment, decree, order, law or regulation, the Grantor Option shall remain exercisable and shall not terminate until the earlier of (x) the date on which such impediment shall become final and not subject to appeal and (y) 5:00 p.m., Atlanta, Georgia time, on the tenth (10th) business day after such impediment shall have been removed; provided, however, that if such judgment, decree or order shall have been obtained at the request of Grantor or any of its Affiliates or a party that has been paid made or is proposing to make an Acquisition Proposal (as such term is defined in accordance with Section 10 below (the Merger Agreement) for Grantor, and such later datejudgment, decree or order is vacated, set aside, withdrawn, reversed or otherwise nullified, the “Warrant Share Delivery Date”time during which the Grantor Option shall remain exercisable shall be extended for as long as such judgment, decree, or order shall be in effect. The rights of Grantee and Grantor set forth in Sections 7 (other than Section 7(a)(i), (i) and 9 shall not terminate upon termination of Grantee's right to exercise the Grantor Option with respect to shares acquired prior to termination, but shall extend to the time provided that in such sections. Notwithstanding the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance termination of the Warrant Shares or Grantor Option, Grantee shall be entitle to purchase the Warrants are exercised through a Cashless Exercise, credit such aggregate number shares of Warrant Shares Grantor Common Stock with respect to which Grantee had exercised the Holder or Participant, as the case may be, is entitled pursuant Grantor Option prior to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercisetermination.

Exercise Procedure. At The Warrant may be exercised, subject to the requirements set forth below, in whole, or in part, at any time during the period commencing on the date hereof and expiring at 5:00 p.m. Eastern Time on the Expiration Date set forth above, or, if such timesday is a day on which banking institutions are authorized by law to close, then on the next succeeding day that shall not be such a day, by presentation and upon such representations and agreementssurrender of the Warrant certificate to the Corporation at its principal office, upon delivery or at the office of an appropriately completed and duly signed Form of Election to Purchase (its stock transfer agent, if any, with the Warrant Shares Exercise Log Form attached thereto duly executed and reference accompanied by payment (either in cash or by certified or official bank check, payable to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment order of the Aggregate Corporation) of the aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares specified in such form and instruments of Common Stock transfer, if appropriate, duly executed by the Holder. If the Warrant should be exercised in part only, the Corporation shall, upon surrender of the Warrant certificate for cancellation, execute and deliver a new Warrant certificate evidencing the Holder's rights thereof to which purchase the Holder is entitled pursuant balance of the shares purchasable hereunder. Upon receipt by the Corporation of the Warrant certificate, together with the Exercise Price, at its office, or by the Corporation's stock transfer agent, if any, at its office in proper form for exercise as described above, together with an agreement to such exercise. Any Person so designated comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter required by counsel to the Corporation, signed by the Holder (and if other than the original Holder accompanied by proof, satisfactory to receive Warrant Shares counsel for the Corporation, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to have become be the holder of record of the Common Stock issuable upon such Warrant Shares as of exercise, even if the time that the Holder Corporation's stock transfer books shall then be closed or certificates representing such Common Stock shall not have been delivered to the Warrant Agent an appropriately completed Holder. The Holder shall pay any and duly signed Form all documentary stamp or similar issue or transfer taxes payable in respect of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to issue or delivery of Common Stock on exercise of this Warrant. The Corporation shall promptly thereafter issue certificate(s) evidencing the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseCommon Stock so purchased.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to in respect of which such Warrants are then exercised. Payment of the Holder or Participantaggregate Exercise Price (unless on a cashless basis, as the case may be, is entitled pursuant to such exercise set forth below) shall be made by certified or official bank check payable to the Holder’s, Participant’sorder of the Company in New York Clearing House Funds, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian systemequivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price (or (iinotice of settlement on a cashless basis, if applicable) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, Company shall issue and cause to be delivered with all reasonable dispatch by overnight courier to and in such name or names as the address as specified in the Form of Election to PurchaseWarrant holder may designate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price or on a cashless basis as set forth above, as applicable. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 4 hereof and of this Section 6, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all cleared monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon exercise of a Sponsor's Warrant shall contain the following legend, unless such Warrant Shares were issued pursuant to an effective registration statement under the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

Exercise Procedure. At such times, (a) This Warrant may be exercised by the Registered Holder in whole or in part (but not as to fractional shares of Warrant Stock) by the surrender of this Warrant and upon such representations and agreements, upon delivery of an appropriately completed and executed Notice of Exercise in the form appended hereto duly signed Form of Election executed by the Registered Holder to Purchase (with the Company at its principal office at any time or times during the Exercise Period accompanied by payment for the Warrant Shares Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or bank check. In the event of a partial exercise of this Warrant, this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the shares of Warrant Stock purchasable hereunder. Alternatively, the Registered Holder may elect to exercise the rights represented by this Warrant in whole or in part (but not as to fractional shares of Warrant Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise Log attached and reference specifying that the value (as determined below) of this Warrant shall be the consideration for the shares of Warrant Stock, in which event the Company shall issue to the applicable Registered Holder a number of shares of Warrant Certificate sufficient to identify it) to Stock computed using the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of following formula: X = Y (A) the date that is three (3) Trading Days after the Date of Exercise and (-B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for ------- A Where: X = the number of shares of Common Warrant Stock to which be issued to the Holder is entitled pursuant Registered Holder. Y = the number of shares of Warrant Stock issuable upon exercise of the Warrant on the date of delivery of the Notice of Exercise. A = the Market Price of one share of Warrant Stock. B = the Exercise Price. either (1) a wire transfer to such exercise. Any Person so an account designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as Company or a certified or bank check in the amount of the time that Exercise Price multiplied by the Holder shall have delivered to number of shares of Warrant Stock for which the Warrant Agent an appropriately completed and duly signed Form is being exercised or (2) a written election on the Notice of Election Exercise to Purchase (with use the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercisealternative method set forth above.

Exercise Procedure. At such timesWarrants may be exercised by their surrender at the Company's principal executive offices, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of with the Election to Purchase (with form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares Exercise Log attached and reference to be purchased upon such exercise. Payment for the Warrant Shares shall be made: (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the applicable Warrant Certificate sufficient order of the Company or by wire transfer to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered an account designated by the Participant in accordance Company, (b) if payment is to be made through a surrender of shares of Common Stock, by surrender of certificates duly endorsed for transfer (with the Depository’s proceduresall transfer taxes paid or provided for), at its address for notice set forth in Section 14or (c) if payment is to be made by a surrender of Warrants, and, in the case by surrender of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day certificates representing such Warrants. Promptly after the Date exercise of Exerciseany Warrants, upon compliance with Section 5 hereof, the Company shallshall issue a certificate or certificates, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of full Warrant Shares to which the Holder or Participantthereof is entitled, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account registered in accordance with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating instructions set forth in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a certificate, registered in the Company’s share register in the name of the Holder new Warrant Certificate or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseCertificates representing all remaining unexercised Warrants. Any Person so designated by the Holder to receive All Warrant Shares shall be deemed to have become holder duly authorized, validly issued, fully paid, non-assessable and free of record of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, and applicable securities laws, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseHolder.

Exercise Procedure. At such timesWarrants may be exercised by their surrender at the Company's principal executive offices, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of with the Election to Purchase (with form attached thereto duly completed and executed, accompanied by payment of the aggregate Exercise Price for the Warrant Shares Exercise Log attached and reference to be purchased upon such exercise. Payment for the Warrant Shares shall be made (a) if payment is to be made in cash, by a certified or bank cashier's check payable to the applicable Warrant Certificate sufficient order of the Company or by wire transfer to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered an account designated by the Participant in accordance Company, (b) if payment is to be made through a surrender of shares of Preferred Stock or Common Stock, by surrender of certificates duly endorsed for transfer (with the Depository’s proceduresall transfer taxes paid or provided for), at its address for notice set forth in Section 14and (c) if payment is to be made by a surrender of Warrants, and, in the case by surrender of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day certificates representing such Warrants. Promptly after the Date exercise of Exerciseany Warrants, upon compliance with Section 5 hereof, the Company shallshall issue a certificate or certificates, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of full Warrant Shares to which the Holder or Participantthereof is entitled, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account registered in accordance with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating instructions set forth in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, together with cash as provided in Section 10 of this Warrant Agreement payable in respect of fractional shares and (if applicable) a certificate, registered in the Company’s share register in the name of the Holder new Warrant Certificate or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exerciseCertificates representing all remaining unexercised Warrants. Any Person so designated by the Holder to receive All Warrant Shares shall be deemed to have become holder duly authorized, validly issued, fully paid, non-assessable and free of record of preemptive rights, and free from all liens and charges other than those created by the Holder. Upon compliance with Section 5 hereof, certificates representing such Warrant Shares and remaining unexercised Warrants shall be issued by the Company in such names and denominations, and shall be delivered to such persons, as are specified by written instructions of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of ExerciseHolder.

Exercise Procedure. At such timesIf, following the Offering Closing, Parent and upon such representations and agreementsMerger Sub do not own, upon delivery directly or indirectly, sufficient shares of an appropriately completed and duly signed Form of Election Company Common Stock to Purchase (with merge Merger Sub into the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant Company in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment 253 of the Aggregate Exercise Price by DGCL, then provided no Order shall be in effect or pending which would preclude such exercise, Merger Sub shall exercise the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is Top-Up Option within two (2) Trading Business Days after following the date on time at which shares of Company Common Stock are first accepted pursuant to the Aggregate Exercise Price has been paid in accordance with Section 10 below Offer, or if any subsequent offering period is provided, within two (2) Business Days following the expiration time of such later date, subsequent offer period by delivering prior written notice to the “Warrant Share Delivery Date”), Company specifying (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Company Common Stock directly or indirectly owned by Parent at the time of such notice, (ii) the number of Top-Up Shares that Merger Sub intends to which the Holder is entitled purchase pursuant to the Top-Up Option, (iii) the manner in which Merger Sub intends to pay the applicable purchase price and (iv) a place and a time for the closing of such exercisepurchase (the “Top-Up Notice”). The Top-Up Notice shall also include an undertaking signed by Parent and Merger Sub that, promptly following such exercise of the Top-Up Option, Merger Sub shall consummate the Merger in accordance with Section 253 of the DGCL as contemplated by Section 8.2(a). The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 11.2, and if not so consummated on such day, as promptly thereafter as possible. At the closing of the purchase of Top-Up Shares, the purchase price owed by Merger Sub to the Company shall be paid by Merger Sub, at its election, either (A) entirely in cash by wire transfer of same-day funds or (B) by paying in cash by wire transfer of same-day funds an amount equal to not less than the aggregate par value of such Top-Up Shares and by executing and delivering to the Company a promissory note having a principal amount equal to the balance of such purchase price. Any Person so designated by the Holder to receive Warrant Shares such promissory note shall be deemed to have become holder full recourse against Parent and Merger Sub, shall bear interest at the rate of record three percent (3%) per annum, shall mature on the first (1st) anniversary of the date of execution and delivery of such Warrant Shares as promissory note and may be prepaid without premium or penalty. Parent, Merger Sub and the Company shall cooperate to ensure that any issuance of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (Top-Up Shares is accomplished in a manner consistent with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exerciseall applicable Laws.

Exercise Procedure. At such times, (a) This Warrant may be exercised by the Registered Holder in whole or in part (but not as to fractional shares of Warrant Stock) by the surrender of this Warrant and upon such representations and agreements, upon delivery of an appropriately completed and executed Notice of Exercise in the form appended hereto duly signed Form of Election executed by the Registered Holder to Purchase (with the Company at its principal office at any time or times during the Exercise Period accompanied by payment for the Warrant Shares Stock as to which this Warrant is being exercised by wire transfer to an account designated by the Company or by certified or bank check. In the event of a partial exercise of this Warrant, this Warrant will be canceled and the Company will deliver a new Warrant of like tenor representing the balance of the shares of Warrant Stock purchasable hereunder. Alternatively, the Registered Holder may elect to exercise the rights represented by this Warrant in whole or in part (but not as to fractional shares of Warrant Stock) by the surrender of this Warrant and delivery of an executed Notice of Exercise Log attached and reference specifying that the value (as determined below) of this Warrant shall be the consideration for the shares of Warrant Stock, in which event the Company shall issue to the applicable Registered Holder a number of shares of Warrant Certificate sufficient to identify it) to Stock computed using the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of following formula: X = Y (A) the date that is three (3) Trading Days after the Date of Exercise and (-B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for ------- A Where: X = the number of shares of Common Warrant Stock to which be issued to the Holder is entitled pursuant to such exerciseRegistered Holder. Any Person so designated by Y = the Holder to receive number of shares of Warrant Shares shall Stock issuable upon exercise of the Warrant on the date of delivery of the Notice of Exercise. A = the Market Price of one share of Warrant Stock. B = the Exercise Price. This Warrant will be deemed to have become holder been exercised at such time (the "Exercise Date") as the Company has received the Notice of record of such Exercise accompanied by this Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one either (1) Trading Day after a wire transfer to an account designated by the Date Company or a certified or bank check in the amount of Exercisethe Exercise Price multiplied by the number of shares of Warrant Stock for which the Warrant is being exercised or (2) a written election on the Notice of Exercise to use the alternative method set forth above.

Exercise Procedure. At A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such timesother documentation as the Warrant Agent may reasonably request, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient to identify it) payment to the Warrant Agent (or, in for the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash Exercise, payment account of the Aggregate Company of the Exercise Price by the date that is one (1adjusted as herein provided if applicable) Trading Day after the Date of Exercise, the Company shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and (B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made by certified check or wire transfer in lawful money of the United States of America to which the Holder Warrant Agent. In no event will any Warrants be settled on a net cash basis. Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or Participant, names as the case Warrant holder may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Form of Election to Purchasedesignate, a certificate, registered in the Company’s share register in the name of the Holder certificate or its designee, certificates for the number of shares full Warrant Shares issuable upon the exercise of Common Stock such Warrants. Such certificate or certificates shall be deemed to which the Holder is entitled pursuant to such exercise. Any Person have been issued and any person so designated by the Holder to receive Warrant Shares be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Holder shall have delivered Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent an appropriately completed is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of Section 4 hereof and of this Section 6, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly signed Form executed on behalf of Election the Company for such purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to Purchase (be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all cleared monies received by the Warrant Agent for the purchase of the Warrant Shares Exercise Log attached to it through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price any notices given or received hereunder available for inspection by the date that is one (1) Trading Day after holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Date Warrant Agent from time to time with such numbers of Exercisecopies of this Agreement as the Warrant Agent may request.

Exercise Procedure. At such timesDuring the Effective Period, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of Election the Holder hereof may exercise this Warrant from time to Purchase (time with respect to the Warrant Shares Exercise Log attached and reference by delivery to the applicable Corporation at its office at One Xxxxxxx Xxx, Xxxxxxxxxx, Xxxxxxx 00000 Xxxention: Willxxx X. Xxxxxxxx, Xx., Xxesident (or such other address or person as the Corporation may specify to the Holder from time to time), of (i) a written notice of the Holder's election to exercise this Warrant, substantially in the form of the notice attached to this Warrant Certificate sufficient as Exhibit A, duly executed by the Holder or its agent or attorney, (ii) payment of the Exercise Price by either (x) a check payable to identify itthe Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares being purchased upon such exercise, (y) the delivery of a notice to the Corporation that the Holder is exercising the Warrant by authorizing the Corporation to reduce the Warrant Shares subject to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case number of a Cash Exercise, payment Warrant Shares having an aggregate Fair Market Value as of the Aggregate Exercise Date equal to the Exercise Price multiplied by the date that is one number of Warrant Shares being purchased upon such exercise or (1z) Trading Day after the Date of Exercise, the Company shall, on or prior delivery to the date Corporation of that is number of shares of Common Stock having an aggregate Fair Market Value as of the later Exercise Date equal to the Exercise Price multiplied by the number of (A) the date that is three (3) Trading Days after the Date of Exercise Warrant Shares being purchased upon such exercise and (Biii) this Warrant. In the date that is two (2) Trading Days after event of any exercise of the date on which the Aggregate Exercise Price has been paid in accordance with Section 10 below (such later date, the “Warrant Share Delivery Date”)rights represented by this Warrant, (i) provided that the Company’s transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer Program and either an effective registration statement is available certificates for the issuance shares of Common Stock so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding twenty (20) Business Days, after such exercise, and the Holder hereof shall be deemed for all purposes to be the Holder of the Warrant Shares or Common Stock so purchased as of the Warrants are exercised through a Cashless Exercisedate of such exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance account with the Depository through its Deposit Or Withdrawal At Custodian system, or and (ii) unless this Warrant has expired, a new Warrant representing the number of shares of Common Stock, if the Transfer Agent is any, with respect to which this Warrant shall not participating in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier then have been exercised shall also be issued to the address Holder hereof within such time. Any such replacement warrant shall be dated the date hereof and shall be identical with this Warrant except as specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled issuable pursuant to such exercise. Any Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exerciseexercise thereof.