Common use of Issuance of Warrants Clause in Contracts

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein and subject to the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m), one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 810,811 shares, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A A1 (as it relates to the Common Warrants) or Annex A2 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it related to the Common Warrants) or Exhibit B2 (as it related to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof (“Holders”) in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company. Initially, all of the Warrants shall be represented by one or more global Warrant Certificates registered in the name of Cede & Co., a nominee of The Depository Trust Company (“DTC”). Ownership of beneficial interests security entitlements in the Warrants held at DTC shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If Prior to due presentment for registration of transfer of any Warrant, the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to and the Warrant Agent may deem and treat the Holder as the absolute owner of such Warrant, for the purpose of any exercise thereof, and for all other purposes, and neither the Company for nor the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request Agent shall be in affected by any notice to the form attached hereto as Annex A contrary. The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (such notice, the an “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeAuthorized Officer”), which need not be the same authorized signatory for all of the Warrant Agent shallCertificates, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed either manually or by facsimile or electronic signature signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Company and will Warrant Agent, which need not be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable same signatory for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery all of the Warrant Certificate Request NoticeCertificates, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive and no Warrant Certificate shall be deemed valid for all purposes to contain all any purpose unless so countersigned. In case any Authorized Officer of the terms and conditions Company that signed any of the Warrants evidenced by such Definitive Certificate and Warrant Certificates ceases to be an Authorized Officer of the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required Company before countersignature by the Warrant Agent or and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.

Issuance of Warrants. Upon the initial issuance of the Pre-Funded Warrants and the Common Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Pre-Funded Warrants and the Common Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Pre-Funded Warrants and the Common Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, subject to a Holder will be permitted Holder’s right to elect at any time to receive a Common Warrant or from time a Pre-Funded Warrant, as applicable, in certificated form in the form of Exhibit B-1, and/or Exhibit B-2 to time this Warrant Agreement. Any Holder desiring to elect to receive a Pre-Funded Warrant Exchange (as defined herein) pursuant to or a Common Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder in certificated form shall make such request in writing delivered to the Warrant Agent pursuant to Section 2.2.6, and shall surrender to the Company for Warrant Agent the exchange interest of some or all the Holder on the books of such Holder’s the Participant evidencing the Pre-Funded Warrants held in book-entry form for and/or the Common Warrants, each of which are to be represented by a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in through the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”)system. Thereupon, the Warrant Agent shallshall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as promptly the case may be, as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyso requested.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and or its nominee for each Book-Entry Warrant; (ii) by institutions that have accounts with DTC (eachsuch institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Company so elects, a Holder will be permitted Warrants are not DTC eligible as of the initial issuance date or DTC subsequently ceases to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC make its book-entry settlement system available for the same number of Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days or the Warrants evidenced by a Definitive Certificateare not eligible for, a “Warrant Exchange”)or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause provide written instructions to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure DTC to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by for cancellation each Book-Entry Warrant, and the Company shall instruct the Warrant Agent or the Companyto deliver to DTC definitive certificates in physical form evidencing such Warrants.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof in such denominations and otherwise in accordance with written the instructions delivered to the Warrant Agent by the Company. To the extent the Warrants are Depository Trust Company (“DTC”) eligible as of the Issuance Date, all of the Warrants shall be represented by one or more Book-Entry Warrants deposited with DTC and registered in the name of Cede & Co., a nominee of DTC. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and or its nominee for each Book-Entry Warrant; (ii) by institutions that have accounts with DTC (eachsuch institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Company so elects, a Holder will be permitted Warrants are not DTC Eligible as of the Issuance Date or DTC subsequently ceases to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC make its book-entry settlement system available for the same number Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days of when the Warrants evidenced by a Definitive Certificateare not eligible for, a “Warrant Exchange”)or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause provide written instructions to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure DTC to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence for cancellation of authority that may reasonably be required by each Book-Entry Warrant, and the Company shall instruct the Warrant Agent to deliver to DTC definitive certificates in physical form evidencing such Warrants in substantially the form annexed hereto as Exhibit A or the CompanyExhibit B, as applicable.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in or determinable under the Plan. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the U.S. Aviation Laws limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall promptly notify the Warrant Agent in writing upon the occurrence of the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed may presume conclusively for all purposes to contain all of that the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (as it relates to the Common Warrants) or Annex B (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. C (as it relates to the Common Warrants) or Exhibit D (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon The Issuer hereby agrees to issue and deliver to the initial issuance Warrant Holder on the date of the WarrantsInitial Closing Warrants evidencing rights to purchase 5.51725 shares of Common Stock, subject to adjustment as provided in Section 11 hereof, for each share of Preferred Stock purchased by the Warrant Holder pursuant to the Stock Purchase Agreement on the date of the Initial Closing and at any time on or before 5:00 P.M., New York City time, on the Expiration Date at a price per share equal to the Exercise Price. On the date of the Second Closing, if any (which shall be at the option of the Issuer in the circumstances described in Section 2.1(b)(iv) of the Stock Purchase Agreement), the Issuer hereby agrees to issue to the Warrant Agent Holder on the date of the Second Closing Warrants evidencing rights to purchase 5.51725 shares of Common Stock, subject to adjustment as provided in Section 11 hereof, for each share of Preferred Stock purchased by the Warrant Holder pursuant to the Warrant Agreement on the date of the Second Closing; provided, however, that if the Conversion Price of the Shares issued at the Second Closing is less than $7.25 the number of Warrants issued for each Share sold at the Second Closing shall issue be adjusted by the Global Certificates number obtained by (i) dividing $4,000,000 by the Conversion Price of the Shares sold at the Second Closing, (ii) multiplying the quotient obtained from such division by .40 and (iii) dividing the product obtained from such multiplication by 40,000. On the date of the Initial Closing and at the Second Closing, if any, simultaneously with the purchase of the Preferred Stock by the Warrant Holder pursuant to the Stock Purchase Agreement, the Issuer shall deliver to the Warrant Holder a Warrant Certificate evidencing the Warrants in which the DTC book-entry settlement system Warrant Holder is entitled to receive at the Initial Closing and the Second Closing, as the case may be, in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyhereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates Certificate and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A1 (as it relates to the Series A Common Warrants), Annex A2 (as it relates to the Series B Common Warrants) or Annex A3 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it related to the Series A Common Warrants), Exhibit B2 (as it related to the Series B Common Warrants) or Exhibit B3 (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon On the initial Effective Date or a date that is as soon as reasonably practicable after the Effective Date, each of the Series A Warrants and the Series B Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Series A Warrants and the Series B Warrants to the extent such are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(n) hereof, if applicable, one share of Common Stock at the Exercise Price per share specified therein; provided, that if at any time during the period beginning on the date that is 180 days prior to the Expiration Date and ending on the Expiration Date, the issuance of Warrant Shares to a Holder upon exercise of one or more Warrants held by such Holder pursuant to this Agreement is prohibited by Section 5(n) hereof, then the Warrants, Company and the Warrant Agent shall issue enter into and execute the Global Certificates and deliver Xxxxx Act Warrant Agreement (provided that the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to Company shall provide the Warrant Agent by with at least two (2) Business Days written notice of its desire to enter into the Company. Ownership of beneficial interests in the Warrants shall be shown onXxxxx Act Warrant Agreement), and the transfer after such execution and upon proper exercise of such ownership shall be effected through, records maintained Warrants by such Holder (i) by DTC and (ii) by institutions that have accounts which exercise is otherwise in compliance with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of this Agreement, including payment of the Exercise Price, other than Section 5(n)), such Holder will be entitled to receive from the Company, one Xxxxx Act Warrant in lieu of each such Warrant Share otherwise issuable to such Holder upon such exercise. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants evidenced by are referred to herein as the “Warrant Shares”. To the extent the Warrant Shares are shares of Common Stock, the maximum number of Warrant Shares issuable pursuant to all Series A Warrants issued pursuant to this Agreement shall be 2,432,432 shares of Common Stock, as such Definitive Certificate and amount may be adjusted from time to time pursuant to the terms of this Agreement. A party requesting a To the extent the Warrant Exchange must provide Shares are shares of Common Stock, the maximum number of Warrant Shares issuable pursuant to all Series B Warrants issued pursuant to this Agreement shall be 2,629,657 shares of Common Stock, as such amount may be adjusted from time to time pursuant to the terms of this Agreement. The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A A1 (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon On the initial issuance Business Day prior to the Closing Date, the Administrative Agent shall deliver to the Company a written order in the form of Exhibit C hereto specifying (x) the names of the WarrantsInitial Lender(s) to whom Warrants shall be issued by the Company, (y) the number of Warrants to be delivered to such Initial Lender and (z) the corresponding number of shares of Common Stock into which such Warrants shall be exercisable. On the Closing Date, (i) contemporaneous with the funding by each Initial Lender of its pro rata percentage of the Initial Loans and (ii) subject to receipt by the Company of a Certificate from such Initial Lender, substantially in the form of Exhibit D hereto, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent shall issue the Global Certificates countersign and deliver the Warrants to such Initial Lender, Warrant Certificates registered in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, name or names and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrants as shall be specified by the Administrative Agent in such order. Following the Closing Date, the Company shall issue Warrants directly to Persons who execute an Assignment and Assumption (as defined in the Term Loan Agreement) with an Initial Lender in accordance with this paragraph (each such Person, an “Eligible Assignee”). Not less than one Business Day prior to the proposed Issuance Date of such Warrants the Administrative Agent shall deliver to the Company a written order in the form of Exhibit C hereto specifying (x) the names of each Eligible Assignee to whom Warrants shall be issued by the Company, (y) the number of Warrants to be delivered to such Eligible Assignee and (z) the corresponding number of shares of Common Stock into which such Warrants shall be exercisable. The Administrative Agent may not deliver a written order as aforesaid pursuant to this paragraph at any time following the fifth Business Day following the Closing Date. On the Issuance Date, subject to receipt by the Company of a Certificate from such Initial Lender, substantially in the form of Exhibit D hereto, the Company shall execute and deliver to the Warrant Shares Agent, and the Warrant Agent shall countersign and deliver to such Eligible Assignee, Warrant Certificates registered in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date or names and for such number of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto Warrants as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required specified by the Warrant Administrative Agent or the Companyin such order.

Issuance of Warrants. Upon On the initial issuance of the WarrantsEffective Date, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, issued by the Company in the amounts and to the recipients specified in the Warrant Allocation Schedule attached hereto as Exhibit A. In accordance with Section 4 hereof and the transfer Plan, the Company shall initially cause the Warrants to be issued in the form of Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). Thereafter, at the Company’s option, the Company may, in its sole discretion, cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants and, in such event, the Company shall cause to be issued to the applicable registered Holders Warrants in the form of Global Warrant Certificates through the facilities of the Depository. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership shall be effected throughof shares of Common Stock by Non-U.S. Citizens set forth in Section 5(m) hereof, records maintained if applicable, (i) by DTC and one share of Common Stock or (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants (as defined in the DTC book-entry settlement system for Xxxxx Act Warrant Agreement) exercisable or convertible into one share of Common Stock, as determined herein. The shares of Common Stock or Warrants (as defined in the same number of Warrants evidenced by a Definitive Certificate, a “Xxxxx Act Warrant Exchange”Agreement), the Warrant Agent shallas determined herein (as adjusted pursuant to Section 6 hereof), as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (deliverable upon proper exercise or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions conversion of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a are referred to herein as “Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyShares”.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A A1 (as it relates to the Common Warrants) or Annex A2 (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it related to the Common Warrants) or Exhibit B2 (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon On the initial issuance Effective Date, the Warrants shall be issued by the Company in the amounts and to the recipients specified in the Warrant Allocation Schedule attached hereto as Exhibit A. In accordance with Section 4 hereof and the Plan, the Company shall cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such Warrants are not elected by the recipient thereof to be initially evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrant Agent (“Direct Registration Warrants”). In accordance with Section 4 hereof and the Plan, the Company shall cause to be issued to the applicable registered Holders, Warrants in the form of Global Warrant Certificates through the facilities of the Depository. Each Direct Registration Warrant and each Warrant evidenced by a Global Warrant Certificate or Individual Warrant Certificate shall entitle the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the limitations in U.S. Aviation Laws on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as “Warrant Shares”. The Company shall notify the Warrant Agent in writing of the occurrence of the Effective Date on such Effective Date. Until such notice is received by the Warrant Agent, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed may presume conclusively for all purposes to contain all of that the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof (“Holders”) in such denominations and otherwise in accordance with written instructions delivered to the Warrant Agent by the Company. Initially, all of the Warrants shall be represented by one or more global Warrant Certificates registered in the name of Cede & Co., a nominee of The Depository Trust Company (“DTC”). Ownership of beneficial interests security entitlements in the Warrants held at DTC shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If Prior to due presentment for registration of transfer of any Warrant, the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to and the Warrant Agent may deem and treat the Holder as the absolute owner of such Warrant, for the purpose of any exercise thereof, and for all other purposes, and neither the Company for nor the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request Agent shall be in affected by any notice to the form attached hereto as Annex A contrary. The Warrant Certificates shall be executed on behalf of the Company by any two (such notice2) authorized officers of the Company (each, the an “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant ExchangeAuthorized Officer”), which need not be the same authorized signatory for all of the Warrant Agent shallCertificates, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed either manually or by facsimile or electronic signature signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Company and will Warrant Agent, which need not be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable same signatory for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery all of the Warrant Certificate Request NoticeCertificates, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive and no Warrant Certificate shall be deemed valid for all purposes to contain all any purpose unless so countersigned. In case any Authorized Officer of the terms and conditions Company that signed any of the Warrants evidenced by such Definitive Certificate and Warrant Certificates ceases to be an Authorized Officer of the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required Company before countersignature by the Warrant Agent or and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to be such officer of the Company.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and Notice“and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and Date”and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall FORM OF WARRANT. The Company will issue the Global Certificates and deliver 250,000 Warrants (the Warrants "Original Warrants") to Parkxx, xx to an affiliate thereof designated by Parkxx, xx the Closing Date referred to in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the CompanyCredit Agreement. Ownership The form of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company warrant certificate for the exchange of some or all of such Holder’s Original Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form is attached hereto as Annex A (such noticeExhibit A. If the Loan is not repaid in full, inclusive of any and all interest and other amounts due under the “Warrant Certificate Request Notice” and Credit Agreement, by June 30, 1997, then the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and Company shall promptly issue and deliver an additional 50,000 Warrants (or cause to be deliveredthe "June 1997 Warrants") to Parkxx, xx to an affiliate designated by Parkxx, xx June 30, 1997. The form of warrant certificate for the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form June 1997 Warrants is attached hereto as Exhibit B. In no event Furthermore, if the Loan is not repaid in full, inclusive of any and all interest and other amounts due under the Credit Agreement, by December 31, 1997, then the Company shall issue and deliver an additional 50,000 Warrants (the Warrant Agent be liable "December 1997 Warrants") to Parkxx, xx to an affiliate designated by Parkxx, xx December 31, 1997. The form of warrant certificate for the December 1997 Warrants is attached hereto as Exhibit C. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the Chairman of the Board or the President of the Company’s failure , under its corporate seal, affixed or in facsimile, attested by the manual or facsimile signature of the Secretary of the Company. A Warrant bearing the manual or facsimile signature of individuals who were at any time the proper officers of the Company shall bind the Company notwithstanding that such individuals or any of them shall have ceased to deliver hold such offices prior to the delivery of such Warrant Certificate. The Company agrees that, upon or did not hold such offices on the date of delivery this Warrant Agreement. Warrants shall be dated as of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder date of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required execution thereof by the Warrant Agent Company either upon initial issuance or the Companyupon division, exchange, substitution or transfer.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted 2,066,627 shares (or such greater number as is required to elect at any time or be issued pursuant to the Plan), as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall (a) The Issuer hereby agrees to issue the Global Certificates and deliver to Holder or, at the Warrants in the DTC book-entry settlement system in accordance option of Holder and upon compliance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer provisions of such ownership shall be effected throughSection 4, records maintained an Affiliate thereof designated by Holder in writing, (i) by DTC on the Closing Date, one or more Warrant Certificates evidencing 320,000 Warrants, which shall entitle the Holder to purchase, in the aggregate, 320,000 shares of Common Stock at an Exercise Price of $2.88 per share and (ii) by institutions that have accounts if applicable, one or more Warrant Certificates evidencing the Warrants to be issued in accordance with DTC the provisions of subsection 3(b) below, on the date on which the Warrant Certificates evidencing such Warrants issued pursuant to this Warrant Agreement are exercised (each, a “Participant”the "EXERCISE DATE"). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or less than all of such Holder’s the Warrants held in book-entry form for a Definitive Certificate evidencing are exercised on the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Exercise Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed entitled to be receive a Warrant Certificate for the holder remaining Warrants of the Definitive Certificate and, notwithstanding anything like tenor to the contrary set forth hereinWarrant Certificate surrendered for exercise. The remaining Warrants shall entitle the Holder to purchase, on the subsequent Exercise Date, the Definitive Certificate shall be deemed for all purposes number of Warrants outstanding on such Exercise Date pursuant to contain all of the terms such Warrant Certificate, on and conditions of the Warrants evidenced by such Definitive Certificate and in accordance with the terms of this Warrant Agreement. A party requesting a Each Warrant Exchange must provide shall entitle the holder of such Warrant to purchase from the Issuer one (1) Validly Issued share of Common Stock at the applicable Exercise Price upon surrender of the applicable Warrant Certificate and payment of the applicable Exercise Price to the Issuer. The Exercise Price and number of Warrant Agent any evidence Shares purchasable upon exercise of authority that may reasonably be required by the Warrants are subject to adjustment as set forth in this Warrant Agent or the CompanyAgreement.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 2,173,913 shares, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B-1, Exhibit B-2 and Exhibit B-3, as applicable. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable for to deliver, the Company’s failure Definitive Certificate to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery Holder within three (3) Trading Days of the Warrant Certificate Request Notice, Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything subject to the contrary set forth hereinWarrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Definitive Certificate Company shall be deemed pay to the Holder, in cash, as liquidated damages and not as a penalty, for all purposes to contain all each $1,000 of the terms and conditions of the Warrants Warrant Shares evidenced by such Definitive Certificate and Certificate, of the terms of this Agreement. A party requesting a Warrant Exchange must provide to Common Stock on the Warrant Agent any evidence of authority that may reasonably be required by Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Agent or Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Company.Holder rescinds such

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A1 (as it relates to the Series A Common Warrants), Annex A2 (as it relates to the Series B Common Warrants) or Annex A3 (as it relates to the Series C Common Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B1 (as it relates to the Series A Common Warrants), Exhibit B2 (as it relates to the Series B Common Warrants) or Exhibit B3 (as it relates to the Series C Common Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B-1, Exhibit B-2 and Exhibit B-3, as applicable. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be liable subject to, or responsible for, liquidated damages or any “Buy-In” (as defined in the Warrants) penalties or any other amounts payable or paid to any Holder or any other Person for the Company’s any failure or delay to deliver the Definitive Certificate as aforesaid. In addition, the Company shall indemnify and hold harmless the Warrant CertificateAgent against any claims made against the Warrant Agent for any such failure. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. B-1 and Exhibit B-2, as applicable. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable for to deliver, the Company’s failure Definitive Certificate to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery Holder within three (3) Trading Days of the Warrant Certificate Request Notice, Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything subject to the contrary set forth hereinWarrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Definitive Certificate Company shall be deemed pay to the Holder, in cash, as liquidated damages and not as a penalty, for all purposes to contain all each $1,000 of the terms and conditions of the Warrants Warrant Shares evidenced by such Definitive Certificate and Certificate, of the terms of this Agreement. A party requesting a Warrant Exchange must provide to Common Stock on the Warrant Agent any evidence of authority that may reasonably be required by Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Agent or Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Company.Holder rescinds such

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate, of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange and a Buy-In (as defined in the Warrant). Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be liable subject to, or responsible for, liquidated damages or any “buy-in” penalties or any other amounts payable or paid to any Holder or any other Person for the Company’s any failure or delay to deliver the Definitive Certificate as aforesaid. In addition, the Company shall indemnify and hold harmless the Warrant CertificateAgent against any claims made against the Warrant Agent for any such failure. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the VNR Common Unit Warrants and VNR Preferred Unit Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such VNR Common Unit Warrants and VNR Preferred Unit Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue (“Direct Registration Warrants”). In accordance with Section 4 hereof, Section 3(b) hereof and the Plan, the Company will cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Global Certificates Warrant Certificate entitles the Holder, upon proper exercise and deliver payment of the Exercise Price, to receive from the Company, as adjusted as provided herein, one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock and/or Other Securities deliverable upon proper exercise of the Warrants in are referred to herein as the DTC book-entry settlement system in accordance with written instructions delivered “Warrant Shares.” The maximum number of Warrant Shares issuable pursuant to the Warrant Agent by the Company. Ownership of beneficial interests in the all VNR Common Unit Warrants issued pursuant to this Agreement shall be shown on640,875.75 shares, the maximum number of Warrant Shares issuable pursuant to all VNR Preferred Unit Warrants issued pursuant to this Agreement shall be 621,649.49 shares, and the transfer maximum number of such ownership Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be effected through1,262,525.24 shares, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will in each case as such amount may be permitted to elect at any time or adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository one or more Global Warrant Certificates evidencing the Warrants to the extent such are not evidenced by Individual Warrant Certificates or by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Individual Warrant Certificates evidencing such Warrants or Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate or Individual Warrant Certificate entitles the Holder, upon proper exercise and payment or conversion of such Warrant, to receive from the Company, as adjusted as provided herein and subject to the Xxxxx Act limitations on ownership of Warrant Shares by Non-U.S. Citizens set forth in Section 5(m) and Section 5(n) hereof, if applicable, one share of Common Stock. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise or conversion of the Warrants are referred to herein as the “Warrant Shares”. To the extent the Warrant Shares are shares of Common Stock, the maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or 7,751,221 shares of Common Stock, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. (a) As of the Effective Date, (a) in exchange for the applicable outstanding Replacement Warrant, each Holder shall be issued an Amended and Restated Replacement Warrant in the form of Exhibit A attached hereto, which Amended and Restated Replacement Warrant will be immediately exercisable as of the Effective Date for the number of shares of Common Stock set forth opposite such Holder’s name on Schedule I hereto and (b) in exchange for the applicable outstanding Additional Warrant, each Holder shall be issued an Amended and Restated Additional Warrant in the form of Exhibit B attached hereto, which Amended and Restated Additional Warrant will be immediately exercisable as of the Effective Date for the number of shares of Common Stock set forth opposite such Holder’s name on Schedule I hereto. Upon the initial issuance of the Amended and Restated Warrants to each Holder, such Holder’s Warrants shall be deemed cancelled and extinguished, without need for surrender to the Company of the Warrants or any other further action by any of the parties to this Agreement, and such Warrants shall thereupon be null and void and have no further force or effect. Each such Holder agrees that, as of the Effective Date, all rights and obligations of such Holder with respect to the Warrants or of the Company with respect to the Warrants, as set forth in the Warrants, the Warrant Agent shall issue the Global Certificates Subscription Agreement and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer any related agreement of such ownership Holder, including, without limitation, any related document entered into with respect to such Warrants, shall terminate. Each such Holder agrees to execute such documents and other papers and take such further actions as may be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted reasonably required or desired to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all evidence cancellation of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Company.

Issuance of Warrants. (a) Upon the initial issuance consummation of the WarrantsExchange Offer, the Warrant Agent Parent shall issue to each Record Holder, in exchange for Notes held of record by such Record Holder on the Global Certificates Exchange Offer Closing Date and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered validly tendered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request NoticeExchange Offer (without withdrawal of such tender), Warrants to purchase shares of Parent's Common Stock. Such Definitive Certificate will be dated Each Record Holder who validly tenders its Notes shall receive per $1,000 principal amount of such Notes so tendered, 22 Warrants, each representing the original issue date right to purchase one share of Parent's Common Stock. Warrants to acquire fractional shares of the Parent's Common Stock shall not be issued pursuant to this Section 2.2. Instead, if calculation of the number of Warrants issuable to any Record Holder in accordance with the foregoing results in a fractional number of Warrants, will the number of Warrants issuable to such Record Holder shall be executed manually or by facsimile or electronic signature by an authorized signatory of rounded to the Company and will be next highest whole number in the form attached hereto as Exhibit B. In no event shall case of a fractional interest equal to or greater than 0.5 and to the Warrant Agent be liable preceding whole number in the case of a fractional interest less than 0.5; provided that Parent may consolidate holdings of Warrants by Affiliates for the Company’s failure to deliver the Warrant Certificatepurposes of any such calculation. The Company agrees thatHolders, upon the date of delivery by their acceptance of the Warrant Certificate Request NoticeCertificates, the Holder expressly waive any and all rights to receive any fraction of a share of Parent's Common Stock or a stock certificate representing a fraction of a share of Parent's Common Stock. The Warrants shall be deemed delivered to be each Record Holder at no cost to such Record Holder. Each Warrant Certificate shall evidence the holder number of Warrants specified therein, and each Warrant evidenced thereby shall represent the Definitive Certificate right, subject to the provisions contained herein and therein, to purchase from Parent (and Parent shall issue and sell to such Holder) one (1) fully paid and non-assessable share of Parent's Common Stock (the shares purchasable upon exercise of a Warrant being hereinafter referred to as the "Warrant Shares" and, notwithstanding anything to the contrary set forth hereinwhere appropriate, the Definitive Certificate such term shall be deemed for all purposes to contain all also mean any other securities or property purchasable and deliverable upon exercise of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide as provided in Section 3 at the price specified herein and therein, in each case subject to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the Companyadjustment as provided herein and therein).

Issuance of Warrants. Upon Prior to the initial issuance Detachment Date, beneficial ownership of each Warrant shall be evidenced by the Unit certificate to which such Warrant relates, bearing the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE INCLUDE THE BENEFICIAL OWNERSHIP IN A STOCK PURCHASE WARRANT FOR ONE SHARE OF COMMON STOCK OF THE COMPANY, SUBJECT TO ADJUSTMENTS AS SET FORTH IN THE WARRANT AGREEMENT GOVERNING THE WARRANTS, WHICH STOCK PURCHASE WARRANT IS HELD BY THE WARRANT AGENT AND IS DEEMED TO BE ATTACHED HERETO AND IS NOT DETACHABLE HEREFROM NOR EXERCISABLE EXCEPT AS SET FORTH IN THE WARRANT AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS AND ENTITLED TO THE BENEFITS OF SUCH WARRANT AGREEMENT, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER UPON REQUEST WITHOUT CHARGE. UPON DETACHMENT OF THE WARRANT FOLLOWING THE DETACHMENT DATE, A SEPARATE COMMON STOCK CERTIFICATE AND A WARRANT CERTIFICATE REPRESENTING OWNERSHIP OF THE COMMON STOCK AND THE WARRANTS, RESPECTIVELY, WILL BE ISSUED TO THE REGISTERED HOLDER OF THIS UNIT CERTIFICATE. After the Detachment Date, Warrants offered and sold to QIBs will be, except as provided in the last paragraph of this Section 3.3, issued in the form of a single, permanent Global Warrant Certificate in definitive, fully registered form, in substantially the form set forth in Exhibit A to this Agreement (including the information called for by footnotes 1, 2, 3 and 4 thereof) (the "Restricted Global Warrant Certificate"), which will be deposited with the Warrant Custodian and registered in the name of the WarrantsDepositary or a nominee of the Depositary. Warrants transferred pursuant to an effective registration statement under the Securities Act or in reliance on Rule 144 (and, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system each such case, in accordance with written instructions delivered Section 3.3 of this Agreement) will be, upon request of the transferor, represented by a single, permanent Global Warrant Certificate in definitive, fully registered form, in substantially the form set forth in Exhibit A to this Agreement (including the information called for by footnotes 1, 3 and 4 thereof) (the "Unrestricted Global Warrant Certificate"), which will be held by the Warrant Agent by the Company. Ownership of beneficial interests Custodian and registered in the name of the Depositary or a nominee of the Depositary. Each Global Warrant Certificate shall represent such of the outstanding Warrants as shall be shown on, specified therein and each shall provide that it shall represent the transfer aggregate number of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If the Company so elects, a Holder will be permitted to elect at any time or outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding Warrants represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, transfers and exercises. Any endorsement of a Warrant Exchange (as defined herein) pursuant to a Global Warrant Certificate Request Notice (as defined herein). If to reflect the Company has so elected, then upon written notice by a Holder to amount of any increase or decrease in the Warrant Agent and the Company for the exchange amount of some or all of such Holder’s outstanding Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request represented thereby shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required made by the Warrant Agent or the CompanyWarrant Custodian, at the direction of the Warrant Agent, in accordance with instructions given by the Holder of the Global Warrant Certificate and in accordance with Section 3.3 of this Agreement. After the Detachment Date, Warrants offered and sold (i) to Accredited Investors who are not QIBs or (ii) to QIBs who elect by written notice to the Company to take physical delivery of Definitive Warrant Certificates rather than a beneficial interest in a Global Warrant Certificate, will be issued in the form of Definitive Warrant Certificates. Definitive Warrant Certificates may also be issued in accordance with Section 3.3 of this Agreement.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and the Company shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within three (3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the Stated Value of the Series J Convertible Preferred Stock, as set forth in the Certificate of Designation), of the Series J Convertible Preferred Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agency Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence of authority that may reasonably be required by the Warrant Agent or the CompanyAgent, including but not limited to, a signature guarantee.

Issuance of Warrants. Upon On the initial issuance Effective Date or a date that is as soon as reasonably practicable after the Effective Date, the Warrants will be issued by the Company in the amounts and to the recipients specified in the Plan. Such Warrants shall be, upon issuance, duly authorized and validly issued. In accordance with Section 4 hereof and the Plan, the Company will cause to be issued to the Depository, one or more Global Warrant Certificates evidencing the Warrants not evidenced by book-entry registration on the books and records of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ParticipantDirect Registration Warrants”). If In accordance with Section 4 hereof and the Plan, the Company so electswill cause to be issued to the applicable registered Holders, one or more Direct Registration Warrants. The Direct Registration Warrants and each Warrant evidenced by a Holder will Global Warrant Certificate entitles the Holder, upon proper exercise and payment of the Exercise Price, to receive from the Company, as adjusted as provided herein and subject to the limitations on ownership of Shares by Non-U.S. Citizens set forth in Section 5(m), one share of Common Stock at the Exercise Price per share specified therein. The shares of Common Stock (as provided pursuant to Section 6 hereof) and/or Other Securities deliverable upon proper exercise of the Warrants are referred to herein as the “Warrant Shares”. The maximum number of Warrant Shares issuable pursuant to all Warrants issued pursuant to this Agreement shall be permitted to elect at any time or [●] shares, as such amount may be adjusted from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to The Company shall promptly notify the Warrant Agent any evidence in writing upon the occurrence of authority that may reasonably be required the Effective Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Warrant Agent, the Warrant Agent or may presume conclusively for all purposes that the CompanyEffective Date has not occurred.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (such notice, the a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Warrant Agent. In connection with a Warrant Exchange, the Company and will be in the form attached hereto as Exhibit B. In no event shall agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of shares of common stock underlying the Warrants evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the Warrants in the DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”). If A Holder has the Company so elects, a Holder will be permitted right to elect at any time or from time to time a Warrant Exchange (as defined hereinbelow) pursuant to a Warrant Certificate Request Notice (as defined hereinbelow). If the Company has so elected, then upon Upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-book entry form for a Definitive Certificate evidencing the same number of Warrant SharesWarrants, which request shall be in the form attached hereto as Annex A (as it relates to the Class A Common Warrants), Annex B (as it relates to the Class B Common Warrants) or Annex C (as it relates to the Pre-Funded Warrants) (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC book-entry settlement system for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as shall promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will shall be dated the original issue date of the Warrants, will Warrants and shall be manually executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will shall be in the form attached hereto as Exhibit B. D (as it relates to the Class A Common Warrants), Exhibit E (as it relates to the Class B Common Warrants) or Exhibit F (as it relates to the Pre-Funded Warrants). In no event shall connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent be liable to deliver, the Definitive Certificate to the Holder within two (2) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for the Company’s failure any reason to deliver or cause the delivery to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. Notwithstanding the forgoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages or any “buy-in” penalties contemplated in connection with the Warrants. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Warrant Agreement. A party requesting In the event a beneficial owner requests a Warrant Exchange must provide to Exchange, upon issuance of the paper Definitive Certificate, the Warrant Agent any evidence shall continue to act as warrant agent and the terms of authority that may reasonably be required by the Warrant Agent or the Companypaper Definitive Certificate so issued shall exclusively govern in respect thereof.

Issuance of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver register the Warrants in the DTC book-entry settlement system names of the respective holders thereof in such denominations and otherwise in accordance with written the instructions delivered to the Warrant Agent by the Company. To the extent the Warrants are Depository Trust Company (“DTC”) eligible as of the Issuance Date, all of the Warrants shall be represented by one or more Book-Entry Warrants deposited with DTC and registered in the name of Cede & Co., a nominee of DTC. Ownership of beneficial interests in the Book-Entry Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and or its nominee for each Book-Entry Warrant; (ii) by institutions that have accounts with DTC (eachsuch institution, with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration. If the Company so elects, a Holder will be permitted Warrants are not DTC Eligible as of the Issuance Date or DTC subsequently ceases to elect at any time or from time to time a Warrant Exchange (as defined herein) pursuant to a Warrant Certificate Request Notice (as defined herein). If the Company has so elected, then upon written notice by a Holder to the Warrant Agent and the Company for the exchange of some or all of such Holder’s Warrants held in book-entry form for a Definitive Certificate evidencing the same number of Warrant Shares, which request shall be in the form attached hereto as Annex A (such notice, the “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the actual surrender upon delivery by the Holder of a number of Warrants in the DTC make its book-entry settlement system available for the same number Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement within ten (10) days after DTC ceases to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) days of when the Warrants evidenced by a Definitive Certificateare not eligible for, a “Warrant Exchange”)or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall, as promptly as practicable, effect the Warrant Exchange and shall promptly issue and deliver (or cause provide written instructions to be delivered) to the Holder a Definitive Certificate for such number of Warrant Shares in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate will be dated the original issue date of the Warrants, will be executed manually or by facsimile or electronic signature by an authorized signatory of the Company and will be in the form attached hereto as Exhibit B. In no event shall the Warrant Agent be liable for the Company’s failure DTC to deliver the Warrant Certificate. The Company agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by such Definitive Certificate and the terms of this Agreement. A party requesting a Warrant Exchange must provide to the Warrant Agent any evidence for cancellation of authority that may reasonably be required by each Book-Entry Warrant, and the Company shall instruct the Warrant Agent or to deliver to DTC definitive certificates in physical form evidencing such Warrants in substantially the Company.form annexed hereto as Exhibit A.