Common use of Terms of Warrants; Exercise of Warrants Clause in Contracts

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercisability Date and prior to until 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if Commission or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the Warrant Agent provisions of such belief) that the exercise following paragraph of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunderthis Section 10, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing on or after the date of original issuance Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on the six-month anniversary of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof Exercisability Date (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defineddefined below) then in effect for such Warrant Shares; providedShares together, howeverif applicable, that no Warrant holder with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to March 31, 2002, the Holders shall then be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice receive from the Company to the Warrant Agent (on exercise of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid Warrants and nonassessable share payment of Common Stock at the Exercise Price. Each Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,713,968 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares)/2/ in the event the Adjustment Event (as defined in the Merger Agreement) has not exercised occurred prior to the Expiration Exercisability Date or (b) 17,952,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.000000 Warrant Shares)/3/ in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or prior to September 30, 2002, the Holder shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as then be entitled to receive from the Company (on exercise of such timeWarrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,378,095 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares)/4/ in the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 9,792,058 Warrant Shares (in the aggregate) (with each -------- (2) These numbers shall be adjusted in the final Agreement and Warrants in order to reflect that at the Effective Time such aggregate number, when taken together with the shares of Parent Common Stock issuable to holders of Company Common Stock in the Merger, shall equal 35% of the shares of Parent Common Stock on a fully diluted basis (excluding the effect of the Algos Warrants as if no Adjustment Event had occurred).

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, each Warrant holder shall have the right, which may be exercised in whole or in part, at any time and from time to time, beginning on the date of original issuance of the Warrant certificates pursuant to the terms of this Warrant Agreement and prior to ending at 5:00 p.m. p.m., New York city time City time, on the tenth date that is the seven year anniversary thereof of the Effective Date (the "“Expiration Date"”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and upon payment of the aggregate Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder . The Company shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to promptly provide the Warrant Agent with written notice of such belief) the Expiration Date. After 5:00 p.m., New York City time, on the Expiration Date, the Warrants will become wholly void and of no value. Prior to the delivery of any shares of Common Stock that the Company shall be obligated to deliver upon proper exercise of any Warrant requires prior compliance the Warrants, the Company shall comply with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 all applicable federal and the state laws, rules and regulations thereunder, any such exercise shall which require action to be contingent upon such prior compliance as evidenced taken by notice from the Company Company. Subject to the Warrant Agent of such compliance. Each Warrantterms and conditions set forth herein, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at may exercise the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.Warrants by:

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercisability Date and prior to until 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if Commission or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the Warrant Agent provisions of such belief) that the exercise following paragraph of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunderthis Section 8, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice; provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a

Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the “Exercise Price”) shall be equal to $0.01 per share. Each Warrant shall be initially exercisable for one share of Common Stock. Subject to the terms of this Agreement, each Warrant holder the Holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to Warrants until 5:00 p.m. New York city time EST on the tenth anniversary thereof September 1, 2009 (the "Expiration Date"“Exercise Period”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date 5:00 p.m. EST on September 1, 2009 shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. A Warrant may be exercised upon surrender to the Company at its principal office, which is currently located at the address listed in Section 13 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase attached hereto as Exhibit B duly filled in and signed, which signature, in the case of shares to be issued to a person other than the Holder, shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program and such other documentation as the Company may reasonably request, and upon payment to the Company for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company or may be made by Warrant Exchange, as defined below. At any time during the Exercise Period, the Holder may, at its option, exchange the Warrants, in whole or in part (a “Warrant Exchange”), for the number of Warrant Shares determined in accordance with this paragraph, by surrendering the Warrants to be exchanged at the principal office of the Company or at the office of its transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of Warrants to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the “Exchange Date”). Certificates for the Warrant Shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing Warrants for the balance of the Warrant Shares remaining subject to this Warrant, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with any Warrant Exchange, the Warrant to be exchanged shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the “Total Number”) less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing Exercise Price by (B) the current Fair Market Value (as defined below) of a share of Common Stock.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Warrant Agreement, including Section 14(d) hereof, each Warrant holder shall have the right, which may be exercised in whole or in part, at any time and from time to time, beginning on the date of original issuance of the Warrant certificates pursuant to the terms of this Warrant Agreement and prior to ending at 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof November 30, 2014 (the "“Expiration Date"”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price (as herein defined) then in effect for such Warrant Shares; provided. The Company shall promptly provide the Warrant Agent with written notice of the Expiration Date. After 5:00 p.m., howeverNew York City time, that on the Expiration Date, the Warrants will become wholly void and of no Warrant holder value. Any shares of Common Stock issued upon the exercise of any Warrants shall be entitled to exercise shares of Class A Common Stock, unless such holder's Warrants at any time unless exercising holder elects in writing at the time of exercise it delivers the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes Warrant Exercise Notice (as evidenced by notice defined below) to the Warrant Agent to receive shares of such belief) Class B Common Stock. In addition, prior to the delivery of any shares of Common Stock that the Company shall be obligated to deliver upon proper exercise of any Warrant requires prior compliance the Warrants, the Company shall comply with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 all applicable federal and the state laws, rules and regulations thereunder, any such exercise shall which require action to be contingent upon such prior compliance as evidenced taken by notice from the Company Company. Subject to the Warrant Agent of such compliance. Each Warrantterms and conditions set forth herein, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at may exercise the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.Warrants by:

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercisability Date and prior to until 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised; provided, howeverthat in connection with such exercise, the Company shall be furnished with information regarding the citizenship of the Holder of the Warrant being exercised (which in the case of a Definitive Warrant, shall be furnished by completing the Application for Purchase of Common Stock set forth on the reverse of the Warrant, and in the case of Global Warrants, shall be furnished in such manner established by the Depositary that is acceptable to the Company and complies with the requirements set forth in the Company's Certificate of Incorporation, as amended from time to time); provided, further, no Warrant holder may be exercised if the Company determines that such exercise shall be entitled to exercise such holder's Warrants at any time unless at cause the time ownership of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness its common stock by persons or entities that are not citizens of the Registration Statement has been issued by United States to exceed the SECmaximum percentage permitted under applicable law as more fully described in the Certificate of Incorporation of the Company, as amended from time to time; and provided, further, that if in the event that the exercise is not accepted by the Company for such reason, the Holder of the Warrant shall be entitled to the remedies that would have otherwise been available to such Holder under the Company's Certificate of Incorporation, as amended from time to time, had the Holder been a transferee of the Company's common stock that caused the percentage ownership by non-citizens to exceed the maximum permitted percentage under applicable law. Notwithstanding anything to the contrary contained herein, the Holder of a Warrant that is not entitled to exercise such Warrant as a result of the restrictions on ownership by non- citizens shall not have any rights as a stockholder of the Company. The Warrant Agent shall have no duty to evaluate or a holder determine the citizenship of any Holder of any Warrant at any time and shall have no responsibility with respect to the ownership of the Company's common stock by any party or the consequences thereof. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. The exercise of Warrants reasonably believes (by Holders of beneficial interest in Global Warrants shall be effected in accordance with this Agreement and the procedures of the Depositary therefor. Subject to the provisions of Section 8 hereof, upon surrender of Warrants and payment of the Exercise Price as evidenced by notice to provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall promptly transfer to the Holder of such belief) that Warrant Certificate a certificate or certificates for the exercise appropriate number of Warrant Shares to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any cash in lieu of any fraction of a share as provided in Section 14 to the person or persons entitled to receive the same. Any such certificate or certificates representing the Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise Shares shall be contingent upon such prior compliance as evidenced by notice from the Company deemed to the Warrant Agent have been issued and any person so designated to be named therein shall be deemed to have become a Holder of record of such compliance. Each Warrant, when exercised will entitle Warrant Shares as of the holder thereof to purchase one fully paid date of the surrender of such Warrants and nonassessable share payment of Common Stock at the Exercise Price. Each The Warrants shall be exercisable commencing on the Exercisability Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant not exercised Shares issuable on such exercise at any time prior to the Expiration Date date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall become void be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and promptly pay to the Company all rights thereunder and all rights in respect thereof under monies received by the Warrant Agent for the purchase of Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall cease supply the Warrant Agent from time to time with such numbers of copies of this Agreement as of such timethe Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be issuable upon the exercise of a Warrant (the "Exercise Price") shall be equal to $0.01 per share of Common Stock. Each Warrant shall entitle the Holder thereof, subject to and upon compliance with the provisions of this Agreement, to purchase from the Company one share of Common Stock, subject to adjustment pursuant to the terms of this Agreement. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing on the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement hereof and prior to shall continue until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof later of (i) September 2, 2006 and (ii) to the extent that any Transfer Restricted Securities (as defined in the Registration Rights Agreement) remain outstanding on September 6, 2006, ten Business Days after the effective date of a registration statement under the Securities Act with respect to the Warrant Shares issuable upon the exercise of the Warrants, but no later than September 2, 2007 (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such the Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided. In the alternative, howevereach Holder may exercise its right to receive Warrant Shares on a net basis (a "Cashless Exercise"), such that, without the exchange of any funds, the holder receives that no number of Warrant holder shall be entitled to Shares otherwise issuable (or payable) upon exercise such holder's of the Warrants at any time unless less that number of Warrant Shares having an aggregate Current Market Price at the time of exercise equal to the Registration Statement is effective under aggregate Exercise Price that would otherwise have been paid by the Act, and no stop order suspending the effectiveness Holder of the Registration Statement has been issued by Warrant Shares. If the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant are not exercised prior to 5:00 p.m., New York City time, on the Expiration Date Date, they shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to Dividends will be made upon exercise of the Warrants. The Holders will only be able to exercise their Warrants (i) by means of a cashless exercise or (ii) if any registration statement under the Securities Act relating to the Warrant Shares is effective or the exercise of such Warrants is exempt from the registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. No Holder may exercise any Warrant to the extent that, immediately following such exercise and upon receipt of any Warrant Shares issuable upon such exercise, such Holder would either (i) become or be included in any 13D Person that is the single largest holder of voting power represented by the Company's capital stock (or otherwise become the single largest holder of the Common Stock) (the "Shareholder Limitation"), or (ii) beneficially own (as such term is defined in Section 13(d)(3) of the Exchange Act) or be included in any 13D Person that beneficially owns in excess of 4.9% of the voting power represented by the Company's capital stock (or otherwise beneficially own in excess of 4.9% of the outstanding Common Stock) (the "4.9% Limitation") after, in either case, giving effect to such exercise (the Shareholder Limitation and the 4.9% Limitation are collectively referred to herein as the "Exercise Limitations"). The determinations of the number of shares that (i) constitute 4.9% of the outstanding Common Stock or voting power and (ii) are held by the largest holder will be made in reliance upon the information contained in publicly available filings made with the SEC unless the Company is aware that such information is incorrect and has made the correct information public, to the extent material, and disclosed such information to the Holders at the time of any such proposed exercise. In order to facilitate compliance with the foregoing, each Holder will be required to make a representation that it and its affiliates will comply with the Exercise Limitations immediately after the exercise of any Warrant and receipt of any shares of Common Stock issuable upon such exercise. Notwithstanding the Exercise Limitation, however, a Holder may exercise any Warrant that would otherwise cause such Holder to hold Warrant Shares in excess of the Exercise Limitations if, as to such excess number of Warrant Shares (the "Excess Shares"), such Holder (i) irrevocably covenants to the Company to sell such Excess Shares within 10 days after the date of exercise and (ii) confirms that it has, on or prior to such exercise date, entered into a binding arrangement to sell the Excess Shares within 10 days after such exercise date either (a) in a regular way transaction on a national securities exchange (or the principal market where shares of Common Stock are then traded) or (b) to one or more persons that are not "affiliates" (used herein as defined in Rule 144 promulgated under the Securities Act) of such Holder ("Third Parties"), each of whom represents for the benefit of the Company that, upon purchase of the applicable Excess Shares, such Third Party, together with its affiliates, will not be the beneficial owner of a number of shares of Common Stock in excess of the Exercise Limitations. In addition, such Holder shall agree to vote the applicable Excess Shares only in accordance with the recommendations of the Board of Directors of the Company or any Third Party that has agreed to purchase such shares, if any record date for a vote of the Common Stock is established for any day between the exercise date and the consummation of the sale of the applicable Excess Shares. The Exercise Limitations will cease to have any force and effect upon consummation of the Utility Spin-Off, if, on the date that is 14 days after delivery to the Company of a request by the Required Holders to such effect (which request may be given no more than once during any 180-day period), the Company shall not have delivered a certificate to the Holders stating that the removal of the Exercise Limitations would, in the good faith judgment of the Company, not be consistent with applicable regulatory or other legal requirements.

Terms of Warrants; Exercise of Warrants. (a) The Notes and Warrants will be separately transferable from and after the Issue Date. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from at any time during the date period commencing at the opening of original issuance business on the Issue Date until the close of business on the [seventh anniversary of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof Issue Date] (the "Expiration DateExercise Period"), to exercise each Warrant and receive from the Company the number of Warrant Shares, representing fully paid and nonassessable Warrant Shares Series A Shares, which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price. The Exercise Price (as herein defined) then shall be payable solely by tendering Notes having a principal amount at least equal to the Exercise Price. In the event Notes are tendered having a principal amount in effect excess of the aggregate Exercise Price for such Warrant Shares; providedWarrants exercised, however, that no the tendering Warrant holder shall be entitled deemed to exercise forfeit such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, excess and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if neither the Company or a holder of Warrants reasonably believes (as evidenced by notice to nor the Warrant Agent of shall have any obligation to compensate such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Priceholder. Each Warrant not exercised prior to the close of business on [March , 2010] (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. Notwithstanding the foregoing, if all Notes have been mandatorily redeemed pursuant to Section [ ] of the Indenture or if all of the Notes shall have been repurchased pursuant to Section [ ] or [ ] of the Indenture (the "Redemption Date"), each Warrant shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such timethe Redemption Date.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this AgreementAgreement and the last paragraph of this Section 6 in particular, each Warrant holder Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date of original issuance fifteenth (15th) day after the second anniversary of the Warrant certificates pursuant to the terms of this Agreement Issue Date and prior to 5:00 p.m. New York city time ending at 4:00 p.m., Dallas, Texas time, on the tenth anniversary thereof (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled . Subject to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness provisions of the Registration Statement has been issued by the SEC; and providedfollowing paragraph of this Section 6, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each each Warrant not exercised prior to 4:00 p.m., Dallas, Texas time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in good faith and evidenced by a resolution thereof. The Company shall notify the Holders in writing of any such determination of fair market value.

Terms of Warrants; Exercise of Warrants. Subject to the terms --------------------------------------- of this Agreement, each Warrant holder shall have the right, which may be exercised from on or after the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to hereof until 5:00 p.m. p.m., New York city City, New York time on the tenth anniversary thereof May 15, 2006 (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall -------- ------- be entitled to exercise such holder's Warrants at any time unless unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "Act"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SECSEC or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Act; and provided, further, that if the Company or a holder of Warrants reasonably -------- ------- believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one (1) fully paid and nonassessable share of Common Stock at the Exercise PricePrice (as defined in the Indenture). Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Warrant Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates Certificates pursuant to the terms of this Warrant Agreement and prior to 5:00 p.m. New York city time City Time, on the tenth anniversary thereof January 10, 2011 (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the aggregate Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-XxxxxScott-Xxxxxx Xxxitrust Rodino Antitrust Improvements Act of 1976 and the rules and regulations 1976, as amended, anx xxx xxxxx xxx xegulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. In addition, prior to the delivery of any Warrant Shares that the Company shall be obligated to deliver upon proper exercise of the Warrants, the Company shall comply with all applicable federal and state laws, rules and regulations which require action to be taken by the Company. Each Warrant, when exercised will exercised, will, as adjusted as provided herein, entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease as of such time. A Warrant may be exercised upon surrender to the Company at the principal corporate trust office of the Warrant Agent referred to in Section 20 (the "Warrant Agent Office") of the Warrant Certificate or Warrant Certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly completed and signed, which signature shall be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15(2) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and upon payment to the Warrant Agent for the account of the Company of the exercise price of $309.88 (the "Exercise Price"), as adjusted from time to time as herein provided, for each Warrant Share then exercised. Payment of the aggregate Exercise Price for all Warrant Shares being exercised in respect of a Warrant shall be made (a) in United States Dollars or (b) by certified or official bank check for United States Dollars made payable to the order of "NTL Incorporated". In lieu of payment of the aggregate Exercise Price as aforesaid and subject to applicable law, the holder of a Warrant may request the payment by the Company of the "Spread", which shall, subject to Section 14, be delivered by the Company by delivering to such Warrant holder a number of shares of Common Stock equal to (a)(i) the product of (x) the current market price per share of Common Stock (as of the date of receipt of the request to the Company), multiplied by (y) the number of Warrant Shares underlying the Warrants being exercised, minus (ii) the product of (x) the Exercise Price, multiplied by (y) the number of Warrant Shares underlying the Warrants being exercised, divided by (b) the current market price per share of Common Stock (as of the date of receipt of the request to the Company). Subject to the provisions of Section 8, upon such surrender of Warrants and payment of the aggregate Exercise Price, the Company shall issue and cause to be delivered promptly to or upon the written order of the holder and in such name or names, as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 14; provided, however, that if any Fundamental Transaction (as defined in Section 12(h)(1)) is proposed to be effected by the Company or a tender offer or an exchange offer for shares of Common Stock shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 14. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 14. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole Warrant Shares) and, in the event that a Certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new Certificate evidencing the remaining Warrant or Warrants will be promptly issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 7 and of Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall (x) advise an authorized representative of the Company as directed by the Company at the end of each day on which Warrants were exercised (i) the number of Warrant Shares issued upon exercise of a Warrant, (ii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrant Shares issuable after such exercise of the Warrant and (iii) such other information as the Company shall reasonably require and (y) concurrently pay to the Company all funds received by it in payment of the aggregate Exercise Price. The Warrant Agent shall promptly confirm such information to the Company in writing. The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder available for inspection by the holders of the Warrants during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Warrant Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of --------------------------------------- this Agreement, each Warrant holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Exercise Date (as defined below) for such Warrant certificates pursuant to the terms of this Agreement and prior to until 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof (of the "Expiration Issuance Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants Warrant and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided. For purposes hereof, however"Exercise Date" means, (i) for any Warrant other than any PIK Warrant or Contingent Warrant, the Issuance Date, (ii) for any PIK Warrant, the date that no the new Warrant holder shall be entitled to exercise Certificate(s) evidencing such PIK Warrants or notice of increase of Warrants evidenced by such holder's then existing Warrant Certificate(s), as applicable, are required to be delivered in accordance with Section 10(o), (iii) for any Contingent Warrants, the date that the new Warrant Certificate(s) for such Warrants at are required to be delivered pursuant to Section 10(p) and (iv) for any Warrant, the Mandatory Exercise Date (as defined below). At any time unless at the time of exercise the Registration Statement is effective under the Actafter May 31, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised 2001 but prior to the Expiration tenth anniversary thereof, upon the occurrence of a Mandatory Exercise Event the Company may, by delivery of written notice in substantially the form of Exhibit B hereto (a "Mandatory Exercise Notice") to each registered holder of outstanding Warrants (as such holders may appear in the Warrant Register), declare the Exercise Date to have occurred for all (but not less than all) outstanding Warrants (a "Mandatory Exercise Date"); provided that such Mandatory Exercise Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.not occur -------- earlier than the

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from on or after the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to Separation Date until 5:00 p.m. p.m., New York, New York city time on the tenth anniversary thereof January 1, 2007 (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if SEC or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice Shares is permitted pursuant to an exemption from the Company to registration requirements of the Warrant Agent of such complianceSecurities Act. Each Warrant, when exercised exercised, will entitle the holder thereof to purchase one 1.936 fully paid and nonassessable share shares of Common Stock at the Exercise Price. Each Any Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the Warrant Certificates evidencing the Warrants to be exercised with the accompanying form of election to purchase properly completed and executed, together with payment of the Exercise Price. Payment of the Exercise Price may be made (A) by tendering shares of Preferred Stock having an aggregate Liquidation Preference (as defined in the Certificate of Designation), plus, without duplication, accumulated and unpaid dividends, if any, at the time of tender equal to the Exercise Price, (B) by tendering Exchange Notes having an aggregate principal amount, plus accrued and unpaid interest, if any, at the time of tender equal to the Exercise Price, (C) by tendering Warrants having a fair market value equal to the Exercise Price, (D) in the form of cash or by certified or official bank check payable to the order of the Company or (E) by any combination of shares of Preferred Stock, Warrants and cash or Exchange Notes, Warrants and cash. For purposes of clause (C) above, the fair market value of the Warrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the number of shares represented by such Warrant multiplied by the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value of the Warrants shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "Board of Directors"). In the event that Warrants, Preferred Stock or Exchange Notes are surrendered by a Warrant holder in payment of the Exercise Price, the Warrant Agent shall notify the Company of such, which notice shall also include the amount of the Exercise Price and the amount of cash, if any, received by the Warrant Agent as partial payment of the Exercise Price. Within a reasonable time of receiving such notice, the Company shall advise the Warrant Agent whether the Warrant Agent has received payment in full of the Exercise Price. In addition, the Warrant Agent shall provide such Preferred Stock to the Transfer Agent and such Exchange Notes to the Exchange Note Trustee, who shall notify the Warrant Agent whether such Preferred Stock or Exchange Notes, as applicable, are in good form. After receiving a determination from the Company that the Warrant Agent has received full and proper payment of the Exercise Price and confirmation from the Transfer Agent and the Exchange Note Trustee that such Preferred Stock or Exchange Notes, as applicable, are in good form, the Warrant Agent shall deliver the shares of Preferred Stock to the Transfer Agent and the Exchange Notes to the Exchange Note Trustee for cancellation. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (o) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Successor Guarantor (as hereinafter defined), the Company or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant at the time of exercise an amount in cash equal to the current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall be held by the Warrant Agent until termination of its duties hereunder, at which time it shall deliver such cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies or surrender to the Transfer Agent all shares of Preferred Stock or to the Exchange Note Trustee all Exchange Notes received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time and from time to time during the period commencing on the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement Warrants and ending immediately prior to 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof October 29, 2007 (the "Expiration DateExercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrants upon payment, subject to Section 3(f), of $5.114 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the "Exercise Price"), in cash, by wire transfer or by certified or official bank check payable to the order of the Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then effective under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) the exercise of such Warrants and payment the issuance of the Exercise Price (as herein defined) then in effect for Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective Shares are qualified for sale or exempt from registration or qualification under the Act, and no stop order suspending the effectiveness applicable securities laws of the Registration Statement has been states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the upon exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceWarrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on October 29, 2007 (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends shall be made upon exercise of the Warrants.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time and from time to time during the period commencing on the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement Warrants and ending immediately prior to 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof October 29, 2007 (the "Expiration DateExercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrants upon payment of $5.114 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the "Exercise Price"), in cash, by wire transfer or by certified or official bank check payable to the order of the Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then effective under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) the exercise of such Warrants and payment the issuance of the Exercise Price (as herein defined) then in effect for Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective Shares are qualified for sale or exempt from registration or qualification under the Act, and no stop order suspending the effectiveness applicable securities laws of the Registration Statement has been states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the upon exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceWarrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on October 29, 2007 (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends shall be made upon exercise of the Warrants.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercisability Date and prior to until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if Commission or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the Warrant Agent provisions of such belief) that the exercise following paragraph of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunderthis Section 8, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercise Date and prior to until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, provided that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective (A) (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SECCommission or (ii) the issuance of the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act; (B) such Warrant Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of the Warrants or other Persons to whom it is proposed that the Warrant Shares be issued on exercise of the Warrants reside; and provided, further, that if the Company (C) a Black Out Period or a holder of Warrants reasonably believes Suspension Notice (as evidenced by notice to defined in the Warrant Agent of such beliefRegistration Rights Agreement) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Priceis not in effect. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void 28 and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of the 5:00 p.m., New York City time on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice, provided in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to until 5:00 p.m. p.m., New York, New York city time on the tenth anniversary thereof December 15, 2008 (the "Expiration DateEXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; providedPROVIDED, howeverHOWEVER, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if SEC or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice Shares is permitted pursuant to an exemption from the Company to registration requirements of the Warrant Agent of such complianceSecurities Act. Each Warrant, when exercised exercised, will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each In the absence of an exercise the Warrants will be automatically deemed to have been exercised immediately before 5:00 p.m. on the Expiration Date with payment of the Exercise Price pursuant to clause (A) in the next succeeding paragraph. No adjustments as to dividends will be made upon exercise of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the Warrant Certificates evidencing the Warrants to be exercised with the accompanying form of election to purchase properly completed and executed, together with payment of the Exercise Price. Payment of the Exercise Price may be made (A) by tendering Warrants having a fair market value equal to the Exercise Price, (B) in the form of cash or by certified or official bank check payable to the order of the Company or (C) by any combination of Warrants and cash. For purposes of clause (A) above, the fair market value of the Warrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the number of shares represented by such Warrant multiplied by the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value of the Warrants shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "BOARD OF DIRECTORS"). In the event that Warrants are surrendered by a Warrant holder in payment of the Exercise Price, the Warrant Agent shall notify the Company of such, which notice shall also include the amount of the Exercise Price and the amount of cash, if any, received by the Warrant Agent as partial payment of the Exercise Price. Within a reasonable time of receiving such notice, the Company shall advise the Warrant Agent whether the Warrant Agent has received payment in full of the Exercise Price. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (j) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Successor (as hereinafter defined), the Company or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant at the time of exercise an amount in cash equal to the current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall become void be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall be held by the Warrant Agent until termination of its duties hereunder, at which time it shall deliver such cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all rights thereunder and all rights monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. All certificates representing Warrant Shares issued in respect a transaction exempt from registration under the Securities Act pursuant to Section 4(2) thereof under shall bear the following legend (provided that if no legend is required none shall be placed on the Warrant Shares): THIS SECURITY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall cease supply the Warrant Agent from time to time with such numbers of copies of this Agreement as of such timethe Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercise Date and prior to until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares registered under the Securities Act which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, provided that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if Commission or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice Shares is permitted pursuant to an exemption from the Company to registration requirements of the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceSecurities Act. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of the 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice, provided in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised at any time from the date of original issuance thereof and on or prior to the close of business on (i) in the case of the Warrant certificates pursuant to Series A Warrants, the terms Series B Warrants and the Additional Warrants, December 31, 2008, and (ii) in the case of this Agreement and prior to 5:00 p.m. New York city time on Default Warrants, if any, a date ten years following the tenth anniversary issue date thereof (in each case, the "Expiration Date"), ) to exercise each Warrant and receive from the Company the number of fully fully-paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant SharesWarrant; provided, however, provided that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless unless, at the time of exercise the Registration Statement is effective exercise, (A) a registration statement under the ActSecurities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; SEC or (B) the offer and provided, further, that if sale of the Company or a holder of Warrants reasonably believes (as evidenced by notice Warrant Shares to the Warrant Agent of such belief) that holder are exempt from registration under the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Securities Act of 1976 and the rules and regulations thereunderholder of the Warrants, any such exercise shall be contingent upon such prior compliance as evidenced if so requested by notice from the Company, has delivered to the Company an opinion of counsel reasonably satisfactory to the Company and the Warrant Agent of to such complianceeffect. Each Warrant, when exercised exercised, will entitle the holder thereof to purchase one fully (1) fully-paid and nonassessable share of Common Stock Share at the Exercise PricePrice then in effect for such Warrant. The Exercise Price and the number of shares are both subject to adjustment under certain circumstances as provided in Section 2A and Section 15. Each Warrant not exercised prior to the applicable Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

Terms of Warrants; Exercise of Warrants. Subject to the --------------------------------------- terms of this Agreement, each Warrant holder shall have the right, which may be exercised at any time beginning 180 days from the date of original issuance of the Warrant certificates pursuant thereof and on or prior to the terms close of this Agreement and prior to 5:00 p.m. New York city time business on the tenth anniversary thereof September 30, 2003 (the "Expiration Date"), ) to exercise each Warrant Warrants and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, provided that upon any such exercise no Warrant holder shall be entitled to exercise sell or transfer such holder's Warrants Shares at any time unless unless, at the time of exercise the Registration Statement is effective such sale or transfer, (i) a registration statement under the ActSecurities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; SEC or (ii) the offer and provided, further, that if sale of the Company or a holder of Warrants reasonably believes (as evidenced by notice Warrant Shares to the Warrant Agent of such belief) that holder are exempt from registration under the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Securities Act of 1976 and the rules and regulations thereunderholder of the Warrants, any such exercise shall be contingent upon such prior compliance as evidenced if so requested by notice from the Company, has delivered to the Company an opinion of counsel to the Warrant Agent of such complianceeffect. Each Initial Warrant, when exercised exercised, will entitle the holder thereof to purchase one 1.269311203 fully paid and nonassessable share shares of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after 180 days from the date of original issuance thereof at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each Warrant then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or a certified or official bank or bank cashier's check payable to the order of the Company. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 17 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 17 hereof. In the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time and from time to time, in whole or in part, commencing on the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement hereof and prior to ending at 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if Commission or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice the Warrant Shares is permitted pursuant to an exemption from the registration requirements of the Securities Act. Subject to the Warrant Agent provisions of such belief) that the exercise following paragraph of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunderthis Section 6, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice, provided, however, in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension. A Warrant may be exercised upon surrender to the Company of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof properly completed and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check, payable to the order of the Company. In the alternative, each Holder may exercise its right to receive Warrant Shares (i) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares otherwise issuable upon exercise of its Warrants less that number of Warrant Shares having a fair market value equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, (ii) by any Holder to whom the Company is indebted, by tendering indebtedness having an aggregate principal amount, plus accrued but unpaid interest, if any, thereon, to the date of exercise equal to the aggregate Exercise Price that would otherwise have been paid by the Holder for the Warrant Shares being issued, or (iii) by a combination of the procedures in clauses (i) and (ii). For purposes of the foregoing sentence, "fair market value" of the Warrant Shares shall be as determined by the Board of Directors of the Company in good faith and evidenced by a resolution thereof. The Company shall notify the Holders in writing of any such determination of fair market value. Subject to the provisions of Section 7 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Company shall promptly transfer to the Holder of such Warrant a certificate or certificates for the appropriate number of Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such certificate or certificates representing the Warrant Shares and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13. Any such certificate or certificates representing the Warrant Shares shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the later of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 3 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled. Such cancelled Warrant Certificates shall then be disposed of in accordance with customary procedures.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this AgreementAgreement and the Warrant Certificates set forth as Annex A and B, each respectively, the Warrant holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the respective dates set forth on the Warrant certificates pursuant to the terms of this Agreement Certificates and prior to until 5:00 p.m. New York city p.m., Pacific time on the tenth anniversary thereof August 9, 2004 (the "Expiration DateExercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the Warrant holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) in cash then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date 5:00 p.m., Pacific time, on August 9, 2004 shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. No adjustments as to dividends payable in cash will be made upon exercise of the Warrants. A Warrant may be exercised upon surrender to the Company at its principal office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificates attached hereto as Annex A and B as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company. Upon such surrender of Warrants and payment of the Exercise Price the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder in the name of the holder, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 11; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 11. Such certificate or certificates shall be deemed to have been issued to the holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued pursuant to the provisions of this Section. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Company. Such canceled Warrant Certificates shall then be disposed of by the Company.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to until 5:00 p.m. p.m., New York, New York city time on the tenth anniversary thereof __________ __, 2002 (the "Expiration DateEXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; providedPROVIDED, howeverHOWEVER, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if SEC or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice Shares is permitted pursuant to an exemption from the Company to registration requirements of the Warrant Agent of such complianceSecurities Act. Each Warrant, when exercised exercised, will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Any Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the Warrant Certificates evidencing the Warrants to be exercised with the accompanying form of election to purchase properly completed and executed, together with payment of the Exercise Price. Payment of the Exercise Price may be made (A) by tendering Warrants having a fair market value equal to the Exercise Price, (B) in the form of cash or by certified or official bank check payable to the order of the Company or (C) by any combination of Warrants and cash. For purposes of clause (A) above, the fair market value of the Warrants shall be determined as follows: (A) if the Common Stock is publicly traded and listed on the Nasdaq National Market or a national securities exchange, the fair market value shall be equal to the number of shares represented by such Warrant multiplied by the greater of (1) the difference between (a) the average closing price as quoted on the Nasdaq National Market of the Common Stock for each of the ten trading days immediately prior to the exercise date (or, if the Common Stock is listed on a national securities exchange, the average closing price as reported on such national securities exchange during such ten trading day period) and (b) the Exercise Price, and (2) zero; or (B) if the Common Stock is not publicly traded, or otherwise is not listed on a national securities exchange, the fair market value of the Warrants shall be equal to the value per share as determined in good faith by the Board of Directors of the Company (the "BOARD OF DIRECTORS"). In the event that Warrants are surrendered by a Warrant holder in payment of the Exercise Price, the Warrant Agent shall notify the Company of such, which notice shall also include the amount of the Exercise Price and the amount of cash, if any, received by the Warrant Agent as partial payment of the Exercise Price. Within a reasonable time of receiving such notice, the Company shall advise the Warrant Agent whether the Warrant Agent has received payment in full of the Exercise Price. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 14 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Successor (as hereinafter defined), the Company or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant at the time of exercise an amount in cash equal to the current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall be held by the Warrant Agent until termination of its duties hereunder, at which time it shall deliver such cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. All certificates representing Warrant Shares issued in a transaction exempt from registration under the Securities Act pursuant to Section 4(2) thereof shall bear the following legend: THIS SECURITY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the "Exercise Price") shall be equal to $6.56 per share. Each Warrant shall be initially exercisable for one share of Common Stock. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to Warrants until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof February __, 2004 (the "Expiration DateExercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date 5:00 p.m., New York City time, on February __, 2004 shall become void and all rights thereunder and all rights in respect thereof under this Agreement agreement shall cease as of such time. A Warrant may be exercised upon surrender to the Company at its principal office, which is currently located at the address listed in Section 13 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program and such other documentation as the Company may reasonably request, and upon payment to the Company for the account of the Company of the Exercise Price which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds. Subject to the provisions of Section 5 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered within three business days to and in such name or names as the Warrant holder may designate a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash as provided in Section 10; provided, however, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (i) of Section 9 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Company shall, as soon as possible, but in any event not later than three business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash as provided in Section 10. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued. The Company may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Company. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Holder of a Warrant holder shall have the right, which may be exercised from during the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof (the "Expiration Date")Exercisability Period, to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. Each Warrant may be exercised at any time during the Exercisability Period for such Warrant, upon surrender to the Company at the Warrant Agent Office of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a member of the “Medallion System” or, in Argentina, notarized by a public notary, and upon payment in U.S. dollars to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. In the case of a Global Warrant, the DTC participant holding the interest through the Depositary shall present a duly completed and signed election to purchase to the Company at the Warrant Agent Office along with payment in U.S. dollars to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised; provided that, subject to the requirements of the Depositary, such election to purchase may be completed by or on behalf of a DTC participant of such Depositary with an interest in the Global Warrant registered in the name of such Depositary or its nominee, as the case may be, and a DTC participant shall be entitled (subject to the provisions of the Global Warrant) to deliver or cause to be delivered to the Warrant Agent, at its own expense, a duly completed election to purchase. If payment in U.S. dollars as provided in this Section 3 is legally prevented in Argentina, Holders of Warrants will be entitled to pay the Exercise Price directly to the Company, in Argentine Pesos in an amount equal to the Argentine Peso equivalent of the U.S. dollar Exercise Price of the Warrants determined on the basis of the seller’s reference exchange rate (tipo de cambio vendedor published by Banco de la Nación Argentina, or if such information is not available, by Bloomberg, for the purchase of Argentina Pesos in exchange for U.S. dollars on the business day preceding the payment date of the Exercise Price of the Warrants. The Warrant Agent shall have no liability or responsibility with respect to the determination of the exchange rate for the Exercise Price payable in Argentine Pesos or whether any such amounts have been paid. Subject to the provisions of Section 4, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 9. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a Holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable during the Exercisability Period, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 2.3, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered for the purpose of exercise (in whole or in part), exchange, substitution or transfer shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in cancelled form, or if surrendered to the Warrant Agent shall be cancelled by it, and no Warrant Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. If the Company purchases or acquires Warrants and if the Company so chooses, the Company may deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, the Warrant Certificates evidencing said Warrants. The Warrant Agent shall destroy such cancelled Warrant Certificates, and in such case shall upon the written request of the Company deliver a certificate of destruction thereof to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing on or after the earlier to occur of (i) 180 days after the Minimum IPO Consummation Date, (ii) September 30, 1997 and (iii) the date of original issuance occurrence of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof a Reorganization (as defined in Section 12(j) hereof) (the "Expiration DateEXERCISABILITY DATE") and until 5:00 p.m., New York City time, on [ ], 2006 (the "EXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defineddefined below) then in effect for such Warrant Shares; provided, however, provided that no Warrant holder shall be entitled if in the opinion of counsel to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness Company approval of the Registration Statement has been issued by Federal Communications Commission (the SEC; and provided, further, that if "FCC") is required before the Company may issue Warrant Shares upon the exercise of any Warrant, the Company may defer the issuance of such Warrant Shares until such time as approval of the FCC is obtained or a holder of Warrants reasonably believes (as evidenced by notice to is no longer required. The Company shall promptly notify in writing the Warrant Agent of such belief) that the any event which requires it to suspend exercise of any Warrant requires prior compliance with Warrants pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act proviso of 1976 the preceding sentence and of the rules and regulations thereunder, termination of any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company suspension. Subject to the Warrant Agent next paragraph of such compliance. Each Warrantthis Section, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company agrees to promptly commence any proceeding before the FCC required to permit the exercise of the outstanding Warrants and to use its reasonable efforts to obtain any order of the FCC or similar approval necessary to permit such exercise and maintain such approval in full force and effect. In the event that at any time prior to the Expiration Date the exercise of Warrants shall have been suspended for any period of time, the Expiration Date shall be extended by such period of time; PROVIDED, that any such extension shall be for a minimum of 10 Business Days following receipt of notice by the Holders from the Company of the termination of such suspension.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Warrantholder shall have the right, which may be exercised from commencing on or after the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement Separability Date and prior to until 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof May 1, 2010 (the "Expiration Date"), to exercise each Warrant and receive from the Company upon the exercise of each Warrant the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The price per share at which Warrant Shares shall be purchasable upon exercise of Warrants (the "Exercise Price") regardless of the Exercise Rate (as defined) then in effect, shall be equal to $0.01. A Warrant may be exercised upon surrender at the office or agency of the Company maintained for such purpose, which initially will be at the principal office of the Company, of the Warrant Certificate or Certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof (the "Election to Exercise") duly filled in and signed, which signature shall be guaranteed by a participant in a recognized Signature Guarantee Medallion Program.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time and from time to time during the period commencing on the 21st calendar day following the date on which the Company sends to its stockholders the information statement required pursuant to Regulation 14C under the Securities Exchange Act of original 1934, as amended, in connection with stockholder approval of the issuance of the Warrants and the Warrant certificates pursuant to the terms of this Agreement Shares upon exercise or conversion thereof, and ending immediately prior to 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof March 29, 2015 (the "Expiration Date"“Exercise Period”), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrants upon payment, subject to Section 3(f), of $0.60 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the “Exercise Price”), in cash, by wire transfer or by certified or official bank check payable to the order of the Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then effective under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) the exercise of such Warrants and payment the issuance of the Exercise Price (as herein defined) then in effect for Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective Shares are qualified for sale or exempt from registration or qualification under the Act, and no stop order suspending the effectiveness applicable securities laws of the Registration Statement has been states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the upon exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceWarrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on March 29, 2015 (the “Expiration Date Date”) shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends shall be made upon exercise of the Warrants.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Exercisability Date and prior to until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof (the "Expiration Date"), Date to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, provided that no Warrant holder Holder shall be entitled to exercise such holderHolder's Warrants at any time unless time, unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act relating to the Warrant Shares has been filed with, and declared effective by, the Commission, and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SECCommission; and provided, further, that if or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice Shares is permitted pursuant to an exemption from the Company to registration requirements of the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceSecurities Act. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date. If the Company fails to give such notice, the Warrants will not expire until 90 days after the Company gives such notice, provided in no event will Holders be entitled to any damages or other remedy for the Company's failure to give such notice other than any such extension.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from on or after the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to Separation Date until 5:00 p.m. p.m., New York, New York city time on the tenth anniversary thereof March 15, 2007 (the "Expiration DateEXPIRATION DATE"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; providedPROVIDED, howeverHOWEVER, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless unless, at the time of exercise the Registration Statement is effective exercise, (i) a registration statement under the ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), relating to the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; and provided, further, that if SEC or (ii) the Company or a holder issuance of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice Shares is permitted pursuant to an exemption from the Company to registration requirements of the Warrant Agent of such complianceSecurities Act. Each Warrant, when exercised exercised, will entitle the holder thereof to purchase one 6.84 fully paid and nonassessable share shares of Common Stock at the Exercise Price. Each Any Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants. The Warrants may be exercised by surrendering to the Warrant Agent the Warrant Certificates evidencing the Warrants to be exercised with the accompanying form of election to purchase properly completed and executed, together with payment of the Exercise Price. Payment of the Exercise Price may be made in the form of cash or by certified or official bank check payable to the order of the Company. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants together with cash, if any, as provided in Section 16 hereof; PROVIDED, HOWEVER, that if any consolidation, merger or lease or sale of assets is proposed to be effected by the Company as described in subsection (m) of Section 14 hereof, [or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made], upon such surrender of Warrants and payment of the Exercise Price as aforesaid, the Successor Guarantor (as hereinafter defined), the Company or the Warrant Agent, as applicable, shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 16 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 16 hereof. The Company will pay to the holder of the Warrant at the time of exercise an amount in cash equal to the current market value of any such fractional share of Common Stock less a corresponding fraction of the Exercise Price. The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 of this Agreement, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall be held by the Warrant Agent until termination of its duties hereunder, at which time it shall deliver such cancelled Warrants to any successor Warrant Agent, if applicable, otherwise to the Company. Upon receipt by the Company, such cancelled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms --------------------------------------- of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing on or after the date of original issuance Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on the six-month anniversary of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof Exercisability Date (the "Expiration Date"), to exercise each Warrant and receive from the Company the --------------- number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defineddefined below) then in effect for such Warrant Shares; providedShares together, howeverif applicable, that no Warrant holder with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to March 31, 2002, the Holders shall then be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice receive from the Company to the Warrant Agent (on exercise of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid Warrants and nonassessable share payment of Common Stock at the Exercise Price. Each Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,575,507 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares) in the event the Adjustment Event (as defined in the Merger Agreement) has not exercised occurred prior to the Expiration Exercisability Date or (b) 17,832,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.000000 Warrant Shares) in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or prior to September 30, 2002, the Holder shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as then be entitled to receive from the Company (on exercise of such time.Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,302,039 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares) in the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 9,726,603 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.545455 Warrant Shares) in the event the Adjustment Event has

Terms of Warrants; Exercise of Warrants. (a) The Warrants are separately transferable from the Redeemable Preferred Stock. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from during the period commencing on the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement hereof and prior to until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof (the "Expiration Date")September 30, 2015, to exercise each Warrant and receive from the Company Holdings the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (i) in cash, by wire transfer or by certified or official bank check payable to the order of Holdings or (ii) by tendering Warrants as herein defined) set forth in Section 3(b), in each case, equal to the Exercise Price then in effect for such Warrant Shares; provided, however, provided that no Warrant holder Holders shall be entitled able to exercise their Warrants only if a registration statement relating to the exercise of the Warrants is then in effect or the exercise of such holder's Warrants at any time unless at is exempt from the time registration requirements of exercise the Registration Statement is effective under the Securities Act, and no stop order suspending such securities are qualified for sale or exempt from qualification under the effectiveness applicable securities laws of the Registration Statement has been issued by state in which the SEC; and provided, further, Holder of the Warrants or other Persons to whom it is proposed that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the Shares be issued on exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceWarrants reside. Each Warrant not exercised prior to the Expiration Date 5:00 p.m., New York City time, on September 30, 2015 shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

Terms of Warrants; Exercise of Warrants. Subject to the terms --------------------------------------- of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing on or after the date of original issuance Exercisability Date (as defined below) and until 5:00 p.m., New York City time, on the six-month anniversary of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city time on the tenth anniversary thereof Exercisability Date (the "Expiration Date"), to exercise each Warrant and receive from the Company the --------------- number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defineddefined below) then in effect for such Warrant Shares; providedShares together, howeverif applicable, that no Warrant holder with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof. If the Exercisability Date is on or prior to March 31, 2002, the Holders shall then be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice receive from the Company to the Warrant Agent (on exercise of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid Warrants and nonassessable share payment of Common Stock at the Exercise Price. Each Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 20,575,507 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.153846 Warrant Shares) in the event the Adjustment Event (as defined in the Merger Agreement) has not exercised occurred prior to the Expiration Exercisability Date or (b) 17,832,106 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 1.000000 Warrant Shares) in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after March 31, 2002 and on or prior to September 30, 2002, the Holder shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as then be entitled to receive from the Company (on exercise of such time.Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 11,302,039 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.633803 Warrant Shares) in the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 9,726,603 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.545455 Warrant Shares) in the event the Adjustment Event has occurred prior to the Exercisability Date. If the Exercisability Date is after September 30, 2002 and on or prior to March 31, 2003 (the "Ultimate Expiration Date"), the Holders shall then be entitled to ------------------------ receive from the Company (on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares) (together, if applicable, with cash payable as provided in Section 13 hereof and any dividends or distributions payable as provided in Section 14 hereof) (a) 4,692,659 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.263158 Warrant Shares) the event the Adjustment Event has not occurred prior to the Exercisability Date or (b) 4,018,503 Warrant Shares (in the aggregate) (with each Warrant being exercisable for 0.225352 Warrant Shares) in the event the Adjustment Event has

Terms of Warrants; Exercise of Warrants. Subject Each Warrant entitles the Holder thereof to purchase one share of Common Stock at a purchase price of $.80 per share (the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from the date of original issuance of the Warrant certificates pursuant to the terms of this Agreement and prior to 5:00 p.m. New York city "Exercise Price") at any time on the tenth anniversary thereof or before 5:00 P.M. Philadelphia time on February 12, 2001 (the "Expiration Date"). The Exercise Price and the number of shares issuable upon exercise of Warrants are subject to adjustment upon the occurrence of certain events pursuant to the provisions of Section 8 of this Agreement. Subject to the provisions of this Agreement, each Holder of Warrants shall have the right to exercise each Warrant and receive purchase from the Company (and the Company shall issue and sell to such Holder of Warrants upon the due exercise of such Warrants in the manner prescribed herein) the number of fully paid and nonassessable Warrant Shares non-assessable shares of Common Stock specified in such Warrants (as adjusted in accordance with Section 8 of this Agreement), upon surrender to the Company, or its duly authorized agent, of such Warrants, with the Form of Election to Purchase attached thereto duly completed and signed, and upon payment to the Company of the Exercise Price (as adjusted in accordance with the provisions of Section 8 of this Agreement,) for the number of shares in respect of which such Warrants are then exercised. Payment of such Exercise Price may be made by money order, certified check or bank draft payable to the order of the Company. No adjustment shall be made for any dividends on any shares of Common Stock issuable upon exercise of a Warrant. Upon each surrender of Warrants, and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder of such Warrants and in such name or names as such Holder may designate, a certificate or certificates for the number of full shares of Common Stock so purchased upon the exercise of such Warrants, together with cash, as provided in Section 9 of this Agreement, in respect of any fraction of a share of such Common Stock otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder may at of record of such shares of Common Stock as of the time be entitled to receive on exercise date of the surrender of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Sharesaforesaid; provided, however, that no Warrant holder if, at the date of surrender of such Warrants and payment of such Exercise Price, the transfer books for the Common Stock or other class of stock purchasable upon the exercise of such Warrants shall be entitled closed, the certificates for the shares in respect of which such Warrants are then exercised shall be issuable as of the date on which such books shall next be opened (whether before, on or after the Expiration Date) and until such date the Company shall be under no duty to exercise deliver any certificate for such holder's Warrants shares; and provided further, that the transfer books shall not be closed at any time for a period longer than twenty (20) days unless otherwise required by law. The rights of purchase represented by the Warrants shall be exercisable, at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness election of the Registration Statement has been issued by the SEC; and providedHolders thereof, further, that if the Company either as an entirety or a holder of Warrants reasonably believes (as evidenced by notice from time to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.time for part only

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised from commencing at the date opening of original issuance of business on the Warrant certificates pursuant to the terms of this Agreement Issue Date and prior to until 5:00 p.m. p.m., New York city City time on the tenth anniversary thereof (the "Expiration Date"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised prior to 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No payments or adjustments shall be made on account of any dividends on the Warrant Shares issuable upon exercise of the Warrants. The Company shall give notice not less than 90, and not more than 120, days prior to the Expiration Date to the Holders of all then outstanding Warrants to the effect that the Warrants will terminate and become void as of 5:00 p.m., New York City time, on the Expiration Date; PROVIDED, HOWEVER, that the failure by the Company to give such notice as provided in this Section shall not affect such termination and becoming void of the Warrants as of 5:00 p.m., New York City time, on the Expiration Date. A Warrant may be exercised at any time on or after the Issue Date and prior to the Expiration Date upon surrender to the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrant to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a member of the "Medallion System", and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrant is then exercised. Payment of the aggregate Exercise Price shall be made, at the option of the Holder, (i) by wire transfer or by certified or official bank check payable to the order of the Company, (ii) by "CASHLESS EXERCISE," which shall mean the surrender (which surrender shall be evidenced by cancellation of the number of Warrants represented by any Warrant Certificate presented in connection with a Cashless Exercise) of a Warrant or Warrants (represented by one or more Warrant Certificates), and without payment of the Exercise Price in cash, for such number of Warrant Shares equal to the product of (1) the number of Warrant Shares for which such Warrant is exercisable with payment in cash of the aggregate Exercise Price as of the date of exercise and (2) the Cashless Exercise Ratio (as defined below) or (iii) with any combination of (i) and (ii). For purposes of this Agreement, the "CASHLESS EXERCISE RATIO" shall equal a fraction, the numerator of which is the excess of the Current Market Price per share of the Common Stock on the date of exercise over the Exercise Price per share as of the date of exercise and the denominator of which is the Current Market Price per share of the Common Stock on the date of exercise. Upon surrender of a Warrant Certificate representing more than one Warrant in connection with the holder's option to elect a Cashless Exercise, the number of Warrant Shares deliverable upon a Cashless Exercise shall be equal to the Cashless Exercise Ratio multiplied by the number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (without giving effect to the Cashless Exercise option). All provisions of this Agreement shall be applicable with respect to an exercise of a Warrant Certificate pursuant to a Cashless Exercise for less than the full number of Warrants represented thereby. If, at the time of the exercise of any Warrant, the Company does not have an effective registration statement under the Securities Act of the offer and sale of the Warrant Shares by the Company to the Holder of the Warrant upon the exercise thereof, the Company may, in its sole discretion, elect to require that the holder of the Warrant effect the exercise of the Warrant solely pursuant to the Cashless Exercise option and may also amend the Warrants to eliminate the requirement for payment of the Exercise Price with respect the Cashless Exercise option. The Warrant Agent shall have no obligation under this section to calculate the Cashless Exercise Ratio. The Company shall calculate the Exercise Price and the Cashless Exercise Ratio whenever such calculation is necessary and shall deliver an Officers' Certificate to the Warrant Agent specifying such numbers. Subject to the provisions of Section 4 hereof, upon surrender of Warrants and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Company shall transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including any money) to the Person or Persons entitled to receive the same. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price. The Warrants shall be exercisable commencing on the Issue Date, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 2.3 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered for the purpose of exercise (in whole or in part), exchange, substitution or transfer shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or in cancelled form, or if surrendered to the Warrant Agent shall be cancelled by it, and no Warrant Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. If the Company purchases or acquires Warrants and if the Company so chooses, the Company may deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, the Warrant Certificates evidencing said Warrants. The Warrant Agent shall destroy such cancelled Warrant Certificates, and in such case shall upon the written request of the Company deliver a certificate of destruction thereof to the Company. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which Warrants may be exercised from at any time after the date of original issuance of the Warrant certificates pursuant hereof in whole and from time to the terms of this Agreement and prior to time in part until 5:00 p.m. New York city time (ET) on the tenth anniversary thereof February 23, 2008 (the "Expiration Date"). Each Warrant, when exercised in accordance with the terms hereof and upon payment in cash of the exercise price of $22.448 per share (the "Exercise Price") will entitle the holder thereof to exercise each Warrant and receive acquire from the Company (and the number Company shall issue to such holder of a Warrant) one fully paid and nonassessable share of the Company's authorized but unissued Common Stock (subject to adjustment as provided in Section 11). No cash dividend shall be paid to a holder of Warrant Shares which issuable upon the exercise of Warrants unless such holder was, as of the record date for the declaration of such dividend, the record holder of such Warrant Shares. A Warrant may be exercised upon surrender to the Company at the Register Office of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, together with payment to the Company of the Exercise Price for each Warrant Share then exercised. In lieu of payment of the Exercise Price pursuant to the preceding paragraph, the Warrant holder shall have the right to require the Company to convert the Warrants, in whole or in part and at any time or times (the "Conversion Right"), into shares of Common Stock by surrendering to the Company the certificate or certificates evidencing the Warrant to be converted with the form of notice of conversion on the reverse thereof duly filled in and signed. Upon exercise of the Conversion Right, the Company shall deliver to the Warrant holder (without payment by the holder may of the Warrant of any Exercise Price) that number of shares of Common Stock which is equal to the quotient obtained by dividing (x) the value of the number of Warrants being exercised at the time the Warrants are exercised (determined by subtracting the aggregate Exercise Price for all such Warrants immediately prior to the exercise of the Warrants from the aggregate Current Market Price (as defined in Section 11) of that number of Warrant Shares purchasable upon exercise of such Warrants immediately prior to the exercise of the Warrants (taking into account all applicable adjustments pursuant to Section 11) by (y) the Current Market Price of one share of Common Stock immediately prior to the exercise of the Warrants. Subject to the provisions of Section 8 hereof, upon surrender of the Warrant certificate or certificates, the Company shall issue and deliver with all reasonable dispatch, to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of Warrant Shares issuable or other securities or property to which such holder is entitled hereunder upon the exercise of such Warrants, including, at the Company's option, any cash payable in lieu of fractional interests as provided in Section 12 hereof. Such certificate or certificates shall be entitled deemed to receive on exercise have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time Price. The Company may issue fractional shares of exercise the Registration Statement is effective under the Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the Common Stock upon exercise of any Warrant requires prior compliance Warrants in accordance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise Section 12 hereof. The Warrants shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise Price. Each Warrant not exercised exercisable on or prior to the Expiration Date Date, at the election of the holders thereof, either at any time in whole or from time to time in part (in whole shares) and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on exercise of such certificate at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Company will duly execute and deliver the required new Warrant certificate or certificates pursuant to the provisions of Section 4 and this Section 7. All Warrant certificates surrendered upon exercise of Warrants shall become void be canceled by the Company. Such canceled Warrant certificates shall then be disposed of in a manner satisfactory to the Company and in accordance with any applicable law. The Company shall account promptly in writing with respect to Warrants exercised and all rights thereunder monies received for the purchase of the Warrant Shares through the exercise of such Warrants. In the event that the Company shall purchase or otherwise acquire Warrants, the Company may elect to have the Warrants canceled and all rights in respect thereof under retired. The Company shall keep copies of this Agreement shall cease as of such timeand any notices given or received hereunder available for inspection by the registered Warrant holders during normal business hours and upon reasonable notice at the Register Office.

Terms of Warrants; Exercise of Warrants. Subject to the terms of this Agreement, each Warrant holder shall have the right, which may be exercised from at any time on or after the date of original issuance the occurrence of the Warrant certificates pursuant earliest of: (i) immediately prior to the terms occurrence of this Agreement a Change of Control (as defined in the Indenture, dated as of August 15, 1997 (the "Indenture"), between the Company and Xxxxxx Trust and Savings Bank, as Trustee, with respect to the Company's 14 5/8% Senior Discount Notes due 2004 (the "Senior Notes")); (ii) the 60th day (or such earlier date as determined by the Company in its sole discretion) following a Public Equity Offering (as defined in the Indenture); or (iii) February 15, 1998 (each, an "Exercise Event") and on or prior to 5:00 p.m. New York city time the close of business on the tenth anniversary thereof August 15, 2004 (the "Expiration Date"), ) to exercise each Warrant Warrants and receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price (as herein defined) then in effect for such Warrant Shares; provided, however, provided that upon any such exercise no Warrant holder shall be entitled to exercise sell or transfer such holder's Warrants Shares at any time unless unless, at the time of exercise the Registration Statement is effective such sale or transfer, (i) a registration statement under the ActSecurities Act covering the offer and sale of the Warrant Shares has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"), and no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued by the SEC; SEC or (ii) the offer and provided, further, that if sale of the Company or a holder of Warrants reasonably believes (as evidenced by notice Warrant Shares to the Warrant Agent of such belief) that holder are exempt from registration under the exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Securities Act of 1976 and the rules and regulations thereunderholder of the Warrants, any such exercise shall be contingent upon such prior compliance as evidenced if so requested by notice from the Company, has delivered to the Company an opinion of counsel to the Warrant Agent of such complianceeffect. Each Warrant, when exercised exercised, will entitle the holder thereof to purchase one (1) fully paid and nonassessable share of Class A Common Stock at the Exercise Price. The Number of Shares is subject to adjustment under certain circumstances as provided herein by Section 15. Each Warrant not exercised prior to the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised at any time on or after the occurrence of an Exercise Event at the election of the holder thereof, either in full or from time to time in part (in whole shares) upon surrender to the Company at the principal office of the Warrant Agent of the Warrant Certificate or Certificates to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by an "eligible guarantor" as defined in the regulations promulgated under the Exchange Act and upon payment to the Warrant Agent for the account of the Company of the Exercise Price, as adjusted as herein provided, for each Warrant then exercised. Payment of the aggregate Exercise Price shall be made in the form of cash or a certified or official bank or bank cashier's check payable to the order of the Company. Subject to the provisions of Section 10 hereof, upon such surrender of Warrants and payment of the Exercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Warrant holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of whole Warrant Shares issuable upon the exercise of such Warrants together with any cash which may be payable as provided in Section 17 hereof. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the aggregate Exercise Price. No fractional shares shall be issued upon exercise of any Warrants in accordance with Section 17 hereof. In the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Company in accordance with applicable law. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Warrant holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Terms of Warrants; Exercise of Warrants. (a) Subject to the terms of this Agreement, each Warrant holder Holder shall have the right, which may be exercised at any time and from time to time during the period commencing on the 21st calendar day following the date on which the Company sends to its stockholders the information statement required pursuant to Regulation 14C under the Securities Exchange Act of original 1934, as amended, in connection with stockholder approval of the issuance of the Warrants and the Warrant certificates pursuant to the terms of this Agreement Shares upon exercise or conversion thereof, and ending immediately prior to 5:00 p.m. p.m., New York city time City time, on the tenth anniversary thereof March 29, 2015 (the "Expiration DateExercise Period"), to exercise each Warrant and receive from the Company the number of fully paid and nonassessable non-assessable Warrant Shares which the holder Holder may at the time be entitled to receive on upon exercise of such Warrants upon payment, subject to Section 3(f), of $0.60 per share of Common Stock, as adjusted from time to time in accordance with Section 7 (the "Exercise Price"), in cash, by wire transfer or by certified or official bank check payable to the order of the Company; provided that Holders holding Warrants shall be able to exercise their Warrants only in accordance with the procedures set forth in this Agreement and the Warrant Certificate and only if (i) a registration statement relating to the exercise of the Warrants and issuance of the Warrant Shares upon such exercise is then effective under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) the exercise of such Warrants and payment the issuance of the Exercise Price (as herein defined) then in effect for Warrant Shares upon such exercise is exempt from the registration requirements of the Securities Act and such Warrant Shares; provided, however, that no Warrant holder shall be entitled to exercise such holder's Warrants at any time unless at the time of exercise the Registration Statement is effective Shares are qualified for sale or exempt from registration or qualification under the Act, and no stop order suspending the effectiveness applicable securities laws of the Registration Statement has been states in which the various Holders of the Warrants or other Persons to whom it is proposed that such Warrant Shares be issued by the SEC; and provided, further, that if the Company or a holder of Warrants reasonably believes (as evidenced by notice to the Warrant Agent of such belief) that the upon exercise of any Warrant requires prior compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 and the rules and regulations thereunder, any such exercise shall be contingent upon such prior compliance as evidenced by notice from the Company to the Warrant Agent of such compliance. Each Warrant, when exercised will entitle the holder thereof to purchase one fully paid and nonassessable share of Common Stock at the Exercise PriceWarrants reside. Each Warrant not exercised prior to 5:00 p.m., New York City time, on March 29, 2015 (the "Expiration Date Date") shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. No adjustments as to dividends shall be made upon exercise of the Warrants.