Common use of Delivery of Certificates Clause in Contracts

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Deposit/Withdrawal Agent Commission at Custodian system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates (i) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents (and, if necessary for Warrant Shares purchased hereunder opinion purposes, counsel to the Agents) and signed by officers of the Corporation acceptable to the Agents, acting reasonably, with respect to the constating documents of the Corporation, no proceedings to voluntarily wind-up or dissolve, all resolutions of the board of directors of the Corporation relating to this Agreement and the transactions contemplated by this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request. (ii) The Agents shall be transmitted have received at the Closing Time a certificate of good standing of the Corporation. (iii) The Agents shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Agents and counsel to the Agents and signed on behalf of the Corporation by the transfer agent Chief Executive Officer and the Chief Financial Officer or other officers of the Company Corporation acceptable to the Holder by crediting the account Agents, certifying for and on behalf of the Holder’s prime broker Corporation and without personal liability, after having made due enquiry: (A) the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (B) the representations and warranties of the Corporation contained in this Agreement and the Subscription Agreements are true and correct at the Closing Time with the Depository Trust Company same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; (“DTC”C) through its Deposit Withdrawal Agent Commission system the responses provided by the Corporation at the Due Diligence Session are true and correct and would not be different in any material respect if the Company Due Diligence Session were held immediately prior to the Closing Time; (D) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a participant in such system party or by which it is bound, required for the execution and such Warrant delivery of this Agreement, the offering and sale of the Offered Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from Selling Jurisdictions in Canada and the delivery to the Company consummation of the Notice other transactions contemplated hereby (subject to completion of Exercisefilings with certain regulatory authorities following the Closing Date); (E) no order, surrender ruling or determination having the effect of this Warrant and payment suspending the sale of or cease trading the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Offered Shares shall be deemed to have been issued, and Holder or any other person so designated securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to be named therein shall be deemed to have become a holder of record the knowledge of such shares for all purposes, as officer of the date on which all of Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority; and (F) such other matters as may be reasonably requested by the criteria described in Agents or the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedAgents’ Counsel.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a mannerAs soon as practicable, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three any event not later than seven Business Days from after the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchasedConversion Date, the Company will, upon in the case of Bonds being converted on exercise of the Conversion Right and in respect of which a Conversion Notice has been delivered and the relevant Certificate and amounts payable by the relevant Bondholder deposited as required by Condition 5.3(1), register the Bondholder as provided in the Conversion Notice as holder(s) of the relevant number of Shares in the Company’s stock and transfer book through the Stock Transfer Agent and will cause the Stock Transfer Agent to make a certificate or certificates for the relevant Shares available for collection at the Specified Office or, if so requested in the relevant Conversion Notice, will cause the Stock Transfer Agent to mail (at the risk, and, if sent at the request of such partial exerciseperson otherwise than by ordinary mail, execute and deliver at the expense, of the person to whom such certificate or certificates are sent) such certificate or certificates to the Holder person and at the place specified in the Conversion Notice, together with any other securities, property or cash required to be delivered upon conversion or subscription and such assignments and other documents (if any) as may be required by law to effect the transfer thereof. If the Conversion Date in relation to any Bond shall be on or after a new Warrant (dated as date with effect from which an adjustment to the Conversion Price takes retroactive effect pursuant to any of the Issue Date), provisions referred to in Condition 6 and the relevant Conversion Date falls on a date when the relevant adjustment has not yet been reflected in the same form and tenor then current Conversion Price, the Company will procure that the provisions of this sub-paragraph (4) shall be applied, mutatis mutandis, to such number of Shares as this Warrant, evidencing that portion is equal to the excess of the Warrant not exercisednumber of Shares which would have been required to be issued on conversion of such Bond if the relevant retroactive adjustment had been given effect as at the said Conversion Date over the number of Shares previously issued pursuant to such conversion, and in such event and in respect of such number of Shares references in this sub-paragraph (4) to the Conversion Date shall be deemed to refer to the date upon which such retroactive adjustment becomes effective (disregarding the fact that it becomes effective retroactively).

Delivery of Certificates. Certificates for the Warrant Shares purchased hereunder so purchased, representing the aggregate number of shares specified in the Exercise Notice, shall be transmitted by the transfer agent of the Company delivered to the Holder by crediting the account of the hereof within a reasonable time, not exceeding five trading days, after this Warrant shall have been so exercised and Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant payment shall have been collected. The certificates so delivered shall be in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified denominations as may be reasonably requested by the Holder hereof and shall be registered in the Notice name of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of such Holder or such other name as shall be designated by such Holder. If this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which only in part, then, unless this Warrant is surrendered and payment of shall have expired, the Exercise Price is received by Company shall, at its expense, at the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date time of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. Subject to Section 1.4 hereof, upon delivery of an Exercise Notice and payment for the Warrant Shares to be purchased thereby, the Company’s obligation to deliver certificates for such Warrant Shares shall be absolute and unconditional and the Company agrees not to assert (dated as and hereby waives to the fullest extent permitted by law) any defenses against its obligation to so deliver such certificates. In the event the Company fails to deliver such certificates, the Company understands that the Holder will be entitled to pursue actual damages (whether or not such failure is caused by the Company’s failure to maintain a sufficient number of the Issue Dateauthorized shares of Common Stock), and each Holder shall have the right to pursue all remedies available at law or in the same form and tenor as this Warrant, evidencing that portion equity (including a decree of the Warrant not exercisedspecific performance or injunctive relief).

Delivery of Certificates. Certificates for Upon receipt of the items specified in subsection A of this Section 2, the Company shall, as promptly as practicable, and in any event, within ten (10) business days thereafter, execute or cause to be executed and deliver to the Warrantholder, a certificate or certificates representing the aggregate number of Common Shares specified in said Subscription Form. Each certificate so delivered shall be in such denomination as reasonably may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or in the name of such other Warrantholder as shall be designated by the Warrantholder. If the Warrantholder elects to transfer the Warrants to such other Warrantholder, the Warrantholder will provide such evidence (including an opinion from counsel reasonably acceptable to the Company) as is necessary to establish that the issuance of Warrant Shares purchased hereunder shall to such other Warrantholder may be transmitted made without registration under the Securities Act (unless an appropriate registration statement covering the Warrant Shares has been ordered effective by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant and remains in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of effect). If this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on only in part, the date on which this Company shall, at the time of delivery of said certificate or certificates, deliver to the Warrantholder a new Warrant is surrendered and payment evidencing the right of the Exercise Price is received Warrantholder to purchase the remaining Common Shares covered by the Companythis Warrant. The Warrant Shares Company shall pay all expenses, taxes and other charges payable in connection with the preparation, execution and delivery of certificates pursuant to this Section 2, including certificates to be issued to such Warrantholders as shall be deemed to have been issuedthe initial Warrantholders. Thereafter, and Holder or any other person so designated to be named therein in the event that certificates shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described registered in the immediately preceding sentence have occurredname of a person other than the initial Warrantholder, irrespective of funds sufficient to pay all transfer taxes which shall be payable upon the date of execution and delivery of such certificate or certificates, except that, if certificates shall be paid by the date of such surrender and payment is a date when the stock transfer books of Warrantholder to the Company are closed, such person shall be deemed to have become the holder of such shares at the close time of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the delivering this Warrant Shares purchasable under the Warrant are purchased, to the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedmentioned above.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder (i) The Parent shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository authorize American Stock Transfer and Trust Company (“DTC”or such other Person or Persons as shall be reasonably acceptable to the Parent and the Company) through its Deposit Withdrawal to act as Exchange Agent Commission system if hereunder (the "Exchange Agent"). As soon as practicable after the Effective Time, the Parent shall deposit with the Exchange Agent, in trust for the holders of shares of Company is Common Stock converted in the Merger, certificates representing the shares of Parent Common Stock issuable pursuant to Section 2.1(a) in exchange for outstanding shares of Company Common Stock and cash as required to make payments in lieu of any fractional shares pursuant to Section 2.1(d) (such cash and shares of Parent Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall deliver the Parent Common Stock contemplated to be issued pursuant to Section 2.1(a) out of the Exchange Fund. (ii) The Parent shall instruct the Exchange Agent, as soon as practicable after the Effective Time, to mail to each record holder of a participant certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock converted in such system and such Warrant Shares are eligible for the Merger (the "Certificates") a letter of transmittal (which shall specify that delivery in such a mannershall be effected, and otherwise by physical delivery risk of loss and title to the address specified by Certificates shall pass, only upon actual delivery of the Holder in the Notice of Exercise within three Business Days from the delivery Certificates to the Company Exchange Agent, and shall contain instructions for use in effecting the surrender of the Notice Certificates in exchange for certificates representing shares of Exercise, surrender Parent Common Stock and cash in lieu of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”fractional shares in accordance with Section 2.1(d)). This Warrant shall be deemed Upon surrender for cancellation to have been exercised on the date on which this Warrant is surrendered and payment Exchange Agent of the Exercise Price is received all Certificates held by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a record holder of record a Certificate, together with such letter of such shares for all purposestransmittal, as of the date on which all of the criteria described in the immediately preceding sentence have occurredduly executed, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock into which the shares represented by the surrendered Certificate shall have been converted at the close Effective Time pursuant to this Article 2, cash in lieu of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute any fractional share in accordance with Section 2.1(d) and deliver to the Holder a new Warrant (dated as of the Issue Datecertain dividends and other distributions in accordance with Section 2.1(c), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedany Certificate so surrendered shall forthwith be cancelled.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by Subject to the transfer agent of terms hereof, not later than three Trading Days after the Conversion Date, the Company will deliver or cause to be delivered to the Holder (i) a certificate or certificates which shall be free of restrictive legends and trading restrictions (to the extent required by crediting Section 3.1 of the account Purchase Agreement) representing the number of shares of the Common Stock being acquired upon the conversion of Debentures, (ii) Debentures in a principal amount equal to the principal amount of Debentures not converted; (iii) a bank check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of Debentures tendered for conversion, and (iv) if the Company has elected and is permitted hereunder to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions (to the extent required by Section 3.1 of the Purchase Agreement), representing such number of shares of the Common Stock as equals such interest divided by the Conversion Price calculated on the Conversion Date; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of the Common Stock issuable upon conversion of the principal amount of Debentures until two Business Days following receipt of original Debentures by the Company or the Holder notifies the Company that such Debenture has been mutilated, lost, stolen or destroyed and has complied with the requirements of Section 9 hereof. The Company shall, upon request of the Holder’s prime broker with , if available, use its reasonable best efforts to deliver or cause to be delivered any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”)Corporation or another established clearing corporation performing similar functions. This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of If such certificate or certificates, except thatincluding for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the Holder by the third Trading Day after a Conversion Date but in no event sooner than two Business Days after receipt by the Company of the original Debentures to be converted (or 3 days if to be delivered outside United States) (the date "Due Date"), the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such surrender and payment is certificate or certificates thereafter, to rescind such conversion (whether subject to a date when the stock transfer books of Holder Conversion Notice or a Company Conversion Notice), in which event the Company are closedshall immediately return the Debentures tendered for conversion, such person shall be deemed to have become the holder and upon receipt of such Debentures, the Holder shall return any such certificate or certificates representing shares at of Common Stock that it may receive with respect to the close of business on the next succeeding date on which the stock transfer books are openrescinded conversion. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and fails to deliver to the Holder a new Warrant (dated as such certificate or certificates pursuant to this Section, including for purposes hereof, any shares of the Issue Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, by second Trading Day after the Due Date), the Company shall pay on demand to such Holder, in cash, as liquidated damages and not as a penalty, $2,500 for each Trading Day commencing on the same form and tenor Trading Day following the Due Date until the Company delivers such certificates (such amount shall be also be due for each Trading Day after the date that the Holder may rescind such conversion until such date as this Warrant, evidencing that portion the Holder shall have received the return of the Warrant principal amount of Debentures relating to such rescission); provided, that the Company shall not exercisedbe obligated to pay such $2,500 amount per day in the event that it shall have paid all amounts due with respect to a Buy-In pursuant to clause (ii) below. Notwithstanding anything to the contrary contained herein, in no event shall the failure of the Company to execute a Holder Conversion Notice that is properly completed by the Holder affect in any way the Company's obligation to timely deliver shares of Common Stock being acquired upon conversion of the Debentures in accordance with the terms of this Section 4(b).

Delivery of Certificates. Certificates for Warrant Upon receipt of the exercise form, the Company shall, as promptly as practicable, and, subject to receipt of any necessary regulatory approvals (including expiration of any applicable waiting period), in any event within ten (10) business days thereafter, deliver to Holder a duly executed certificate or certificates representing the aggregate number of shares of Shares purchased hereunder issuable upon such exercise. Such stock certificate or certificates shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system denominations and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder registered in the Notice of Exercise within three Business Days from name designated in the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”)subscription form. This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares Shares for all purposes, as of the date on which all of the criteria described items in the immediately preceding sentence Section 2.1 above have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are openbeen received by Company. If fewer than all of the this Purchase Warrant Shares purchasable under the Warrant are purchasedshall have been exercised in part, the Company will, upon such partial exercise, execute and shall deliver to the Holder a new Purchase Warrant evidencing the rights of Holder to purchase the remaining shares of Shares issuable upon exercise of this Purchase Warrant, which new Purchase Warrant shall in all other respects be identical with this Purchase Warrant. Notwithstanding the foregoing, if in connection with the exercise of this Purchase Warrant or acquisition of shares of Shares, any regulatory approval shall be required, including expiration of any applicable waiting period, then, if Holder attempts to exercise during such restricted period and the Expiration Date shall fall within that period, the Expiration Date shall be extended while any such regulatory approval or waiting period is pending and promptly following receipt of such approval or expiration of such waiting period (dated as of the Issue Datebut in no event later than ten (10) business days thereafter), in this Purchase Warrant shall be surrendered and the same form and tenor Exercise Price shall be paid as this Warrant, evidencing that portion of the Warrant not exercisedprovided herein.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”)above. This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for (a) Subject to the terms and conditions of this Warrant, as soon as practicable after the proper exercise of this Warrant Shares purchased hereunder in full or in part, and in any event within three (3) Trading Days thereafter, the Company shall be transmitted transmit the certificates (and as soon as reasonably practicable thereafter shall transmit any other stock or other securities or property to which Warrant Holder is entitled upon exercise) by messenger or overnight delivery service to reach the address designated by such holder within three (3) trading days after the receipt of the Warrant, the Subscription Notice and payment of the aggregate Purchase Price in Section 2(a) or 2(b), as appropriate ("T+3"). Provided that a registration statement is then effective under the Securities Act with respect to the Warrant Shares, in lieu of delivering physical certificates representing the Common Stock issuable upon exercise, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon written request of the Warrant Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon exercise to the Warrant Holder by crediting the account of the Holder’s Warrant H▇▇▇▇▇'s prime broker with the Depository Trust Company (“DTC”) DTC through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible ("DWAC") system. The time periods for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurredparagraph shall apply to the electronic transmittals described herein. (b) This Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Warrant, irrespective in full or in part, would result in the issuance of any {FORM OF WARRANT 4.8K.DOC;1} -2- fractional share of Common Stock, then in such event Warrant Holder shall be entitled to cash equal to the Fair Market Value of such fractional share. For purposes of this Warrant, "Fair Market Value" equals the closing bid price of the Common Stock on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, whichever is the principal trading exchange or market for the Common Stock (the "Principal Market") on the Trading Day immediately preceding the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall Etc. (a) As promptly as practicable after the exercise of any Warrant, and in any event within three (3) Business Days thereafter, the Company at its expense (other than as to payment of taxes or governmental charges which will be transmitted paid by the transfer agent holder) will cause to be issued and delivered to such holder, or as such holder may otherwise direct in writing (subject to Article 11), (i) a certificate or certificates for the number of shares of Common Stock (or Other Securities) to which such holder is entitled, and (ii) if less than all the Warrants represented by a Warrant Certificate are exercised, a new Warrant Certificate or Certificates of the same tenor and for the aggregate number of Warrants that were not exercised, executed and countersigned in accordance with Sections 2.4 and 2.5. (b) The Warrant Agent shall countersign any new Warrant Certificate, register it in such name or names as may be directed in writing by such holder, and shall deliver it to the Person entitled to receive the same in accordance with this Section 4.4. The Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates executed on behalf of the Company for such purpose. (c) Upon any exercise of Warrants, the Warrant Agent shall, from time to time, as promptly as practicable, advise the Treasurer of the Company or his or her designee of (i) the number of Warrants exercised, (ii) the instruction of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Common Stock to which such holder is entitled upon such exercise, (iii) the timing of delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company shall reasonably require. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Common Stock to a Person other than a registered holder; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Certificate or share of Common Stock until such tax or other charge shall have been paid or it has been established to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company Company's reasonable satisfaction that no such tax or other charge is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Companydue. The Warrant Shares Agent shall be deemed to have been issued, and Holder no duty or obligation under this Section 4 or any other person so designated to be named therein shall be deemed to similar provision of this Agreement unless and until it is satisfied that all such taxes and/or governmental charges have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described been paid in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedfull.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of (i) Not later than three Trading Days after any Conversion Date (a "Delivery Date"), the Company will deliver to the Holder (A) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by crediting the account Section 3.1(b) of the Holder’s prime broker with Purchase Agreement or in the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by event that the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, does not execute and deliver to the Holder Company by fax the undertaking set forth in the Company Conversion Notice within two Trading Days after a new Warrant Company Conversion Date (dated as provided that in such event, the Company shall cause any legend to be removed immediately upon receipt of such undertaking)) representing the number of shares of Common Stock being acquired upon the conversion of Debentures, (B) Debentures in a principal amount equal to the principal amount of Debentures not converted, and (C) a bank check in the amount of accrued and unpaid interest, provided, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of the Issue principal amount of Debentures until Debentures are delivered for conversion to the Company, or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and provides a bond (or other adequate security) reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the Holder, if available, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date after a Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the certificates representing the principal amount of Debentures tendered for conversion. (ii) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section 4 by the Delivery Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $5,000 for each Trading Day after the Delivery Date until such certificates are delivered. Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Further, if the Company shall not have delivered any cash due in respect of conversions of Debentures or as payment of interest thereon by the Delivery Date, the Holder may, by notice to the Company, require the Company to issue shares of Common Stock pursuant to Section 4(c), in except that for such purpose the same form and tenor as this Warrant, evidencing that portion Conversion Price applicable thereto shall be the lesser of the Warrant Conversion Price on the Conversion Date and the Conversion Price on the date of such Holder demand. Any such shares will be subject to the provision of this Section. (iii) In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section 4 by the Delivery Date, and if after the Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the (1) the lesser of (A) the aggregate number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue or (B) the number of shares of Common Stock so purchased, multiplied by (2) the Conversion Price of the Common Stock on the Conversion Date, in which event the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under this Section 4 shall not exercisedbe so issued. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In in connection with an attempted conversion of Debentures with respect to which the Conversion Price of the Underlying Shares on the applicable Conversion Date multiplied by the number of Underlying Shares was equal to $2,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $9,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. Notwithstanding anything contained herein to the contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(e)(ii) in respect of the certificates resulting in such Buy-In.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by Not later than three (3) Trading Days after a Conversion Date or the transfer agent of Automatic Conversion Date, the Company shall cause the Transfer Agent (as hereafter defined) to deliver to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”i) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, representing the number of shares of Common Stock being acquired upon the conversion of Debentures (subject to reduction pursuant to Section 5(b)(ii)) and (ii) Debentures in a principal amount equal to the principal amount of Debentures tendered in connection with a conversion hereunder but not converted. Any certificates representing shares of Common Stock to be delivered upon a conversion hereunder shall be free of restrictive legends and trading restrictions, except thatthose specified in Section 4.1(b) of the Purchase Agreement. The Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Debentures to be converted are either delivered to the Transfer Agent for conversion, or until the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and provides a bond reasonably satisfactory to the Company (or other adequate security reasonably acceptable to the Company) to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the Holder, use its best efforts to deliver any Debentures required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If such certificate or certificates are not delivered within ten (10) Trading Days after a Conversion Date, the holder shall be entitled to rescind such Conversion Notice upon written notice to the Company, in which event the Company shall immediately instruct the Transfer Agent to return the Debentures subject to such Conversion Notice that were tendered for conversion. The Company shall pay to the converting Holder, as liquidated damages and not as penalty, $3,000 for each day that the Company fails to deliver such certificate or certificates pursuant to this Section commencing after the fifth (5th) Trading Day after the applicable Conversion Date or Automatic Conversion Date. In addition, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed fails to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder such Debentures pursuant to this Section prior to a new Warrant fifteenth (dated 15th) day after the Conversion Date or Automatic Conversion Date, the Company shall, at the Holder's option, repay the principal amount of (and accrued but unpaid interest on) the Debentures then held by such Holder, as requested by such Holder, in an amount equal to the Prepayment Price calculated as of the Issue Conversion Date or Automatic Conversion Date (which date may be referred to herein as a "Prepayment Date"). If the Holder has requested that the Company repay the Debentures pursuant to this Section and the Company fails for any reason to pay the Prepayment Price hereunder within five (5) Business Days after such notice, the Company will pay interest on such Prepayment Price at a rate of 17% per annum, in the same form cash to such Holder, accruing from such fifth (5th) Business Day until such Prepayment Price and tenor as this Warrant, evidencing that portion of the Warrant not exercisedany accrued but unpaid interest thereon is paid in full.

Delivery of Certificates. Certificates for Warrant (i) At Closing, the Seller will deliver to the Buyer the stock certificate(s) representing the asseTrade Shares purchased hereunder shall be transmitted together with a stock power executed by the Seller transferring the asseTrade Shares to the Buyer. (ii) At Closing, the Buyer (i) will pay by wire transfer $3,488,000 in accordance with the instructions set forth on Exhibit A hereto; and (ii) will forward to the Buyer's transfer agent a letter of instructions authorizing and directing the transfer agent to issue a stock certificate in the name of the Company Seller representing the Buyer Shares being issued by the Buyer to the Holder Seller under this Agreement. The certificate representing the Buyer Shares will be held by crediting Buyer and delivered promptly to New PAR upon the account receipt of the Holder’s prime broker with following documentation in the Depository Trust Company forms satisfactory to Buyer and its counsel: (“DTC”A) through its Deposit Withdrawal Agent Commission system if Written consent of all directors and stockholders of PAR authorizing the Company is a participant in such system transfer of the asseTrade Shares to New PAR. (B) Written consent of all directors and such Warrant stockholders of New PAR authorizing the transactions under this Agreement and the transfer of the asseTrade Shares are eligible for delivery in such a manner, and otherwise from New PAR to Buyer. (C) A notice certified by physical delivery an authorized officer of PAR to the address specified other a▇▇▇▇▇▇▇▇.▇▇▇ stockholders informing them of the transfer from PAR to New PAR and requesting a waiver of their rights of first refusal and co-sale rights under the Stockholders Agreement, as defined in Section 2(c)(iv) of this Agreement. (D) Copies of each waiver referenced in Section 1(d)(ii)(C) of this Agreement executed by each stockholder of a▇▇▇▇▇▇▇▇.▇▇▇. (E) Evidence of delivery by New PAR to a▇▇▇▇▇▇▇▇.▇▇▇ and its stockholders of a joinder to the Holder Stockholders Agreement, as defined in the Notice Section 2(c)(iv) of Exercise within three Business Days this Agreement. (F) Evidence of compliance with all Conditions Precedent under Section 5 and Section 6 of this Agreement, including, but not limited to, listing approval from the New York Stock Exchange regarding the Buyer Shares and the delivery of the Addendum to the Company of Stockholder Agreement by Buyer and the New PAR Notice of Exercise, surrender of this Warrant as referenced in Sections 5(g) and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date6(h), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedrespectively.

Delivery of Certificates. Certificates Each Investor shall effect its participation in the Proposed Transfer by delivering to the Prospective Transferor, no later than ten (10) Business Days after such Investor’s exercise of the Right of Co-Sale, one or more share certificates or the Option Agreement to be assigned to the Prospective Transferee, as the case may be, properly endorsed for Warrant transfer to the Prospective Transferee, representing: (i) the number of Ordinary Shares purchased hereunder that such Investor elects to sell in the Proposed Transfer; or (ii) the number of Preference Shares or Option Shares that are at such time convertible into the number of Ordinary Shares that such Investor elects to sell in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preference Shares or Option in lieu of Ordinary Shares, such Investor shall first convert the Preference Shares or Option Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual transfer of such shares to the Prospective Transferee. In the event that such Investor assigns its Option Agreement to the Prospective Transferee, such Member shall, subject to cooperation of the Prospective Transferee, also transfer certain portion of equity interest held by such Investor, the percentage of which to be sold in the JV Entity shall be transmitted consistent with the percentage of Option Shares represented by the transfer agent Option Agreement of such Investor, to the Prospective Transferee. In the event that (X) the Prospective Transferee does not intend to purchase the Option from any Investor or the Prospective Transferee is unable to hold equity interest in the JV Entity and (Y) such Investor has not delivered the relevant share certificates to the Prospective Transferee within ten (10) Business Days after such Investor’s exercise of the Company Right of Co-Sale, except that such delay is caused by the Company’s failure to issue the Holder by crediting the account relevant share certificates according to Section 3.3 of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in Option Agreement, such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant Investor shall be deemed to have been exercised on waived its Right of Co-Sale and shall cease to participate in the date on which this Warrant is surrendered and payment of the Exercise Price is received by the CompanyProposed Transfer immediately. The Warrant number of Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of held by such shares for all purposes, as of the date on which all of the criteria described Investor includable in the immediately preceding sentence Proposed Transfer pursuant to Section 5.2(b) may be shared among other Investors who timely exercise their Right of Co-Sale and the Prospective Transferors on a pro rata basis in accordance with their Shares that have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), already been included in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedProposed Transfer pursuant to Section 5.2(b).

Delivery of Certificates. Certificates for The Warrant Shares purchased hereunder shall be transmitted Agent shall, by 11:00 A.M. Eastern Time on the business day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock issuable upon such exercise in accordance with the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Company shares of Common Stock issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. The Company shall, by 5:00 P.M., New York time, on the third business day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Exercise Price, execute, issue and deliver to the Warrant Agent, the shares of Common Stock to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such shares of Common Stock, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth business day next succeeding such Exercise Date, transmit such shares of Common Stock to or upon the order of the Registered Holder or Participant, as the case may be. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon exercise to the Registered Holder or the Participant by crediting the account of the Registered Holder’s prime broker with the Depository Trust Company (“DTC”) or of the Participant through its Deposit Deposit/Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible at Custodian system. The time periods for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person paragraph shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver apply to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercisedelectronic transmittals described herein.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder Upon Conversion(a). Upon conversion of any share of Series B Preferred Stock, the Corporation shall promptly (but in no event later than three Trading Days after the Conversion Date or Mandatory Conversion Date, as applicable (the “Share Delivery Date”) issue or cause to be transmitted by issued and cause to be delivered to or upon the transfer agent written order of the Company to Holder and in such name or names as the Holder by crediting may designate a certificate or certificates for the account Underlying Shares issuable upon such conversion. The Corporation shall, upon request of the Holder’s prime broker with , deliver any certificate or certificates required to be delivered by the Depository Corporation under this Section electronically through the Depositary Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manneror another established clearing corporation performing similar functions. The Holder, and otherwise by physical delivery to the address specified or any Person so designated by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercisereceive Underlying Shares, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all Underlying Shares as of the Warrant Shares purchasable under Conversion Date. Upon surrender of a certificate representing the Warrant are purchasedshares of Series B Preferred Stock to be converted following one or more partial conversions, the Company will, upon such partial exercise, execute and Corporation shall promptly deliver to the Holder a new Warrant certificate representing the remaining shares of Series B Preferred Stock. If the shares of Series B Preferred Stock are not certificated, the holder must deliver evidence of ownership satisfactory to the Corporation and its transfer agent. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Corporation shall immediately return the certificates representing the shares of Series B Preferred Stock tendered for conversion. The Common Stock issuable upon the Mandatory Conversion shall be issued with a restrictive legend indicating that it was issued in a transaction which is exempt from registration under the Securities Act of 1933, as amended (dated as of the Issue Date“Securities Act”), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the same form and tenor as this Warrant, evidencing that portion opinion of counsel to the Warrant not exercisedCorporation.

Delivery of Certificates. (a) The Certificates for Warrant Shares purchased hereunder shall be transmitted delivered and sold hereunder for the purpose of paying the Costs of the Project and the Costs of Issuance. (b) The Certificates shall be deliverable only as fully registered Certificates in the denominations of $5,000 and any integral multiple thereof (provided that no Certificate may be in a denomination which exceeds the principal coming due on any maturity date and bearing interest at the same rate and no individual Certificate may mature on more than one maturity date). The Certificates shall be numbered in such manner as shall be determined by the transfer agent Trustee. (c) The principal of and premium, if any, on any Certificate shall be payable to the Owner thereof as shown on the registration records of the Company Trustee upon maturity or prior redemption in whole thereof and upon presentation and surrender at the Operations Center of the Trustee. Payment of interest on the Certificates shall be made by check or draft of the Trustee mailed, on or before each Interest Payment Date, to the Holder by crediting Owner thereof at his address as it last appears on the account registration records of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares Trustee at the close of business on the next succeeding date Record Date. Any such interest not so timely paid shall cease to be payable to the person who is the Owner thereof at the close of business on which the stock transfer books are openRecord Date and shall be payable to the person who is the Owner thereof at the close of business on a Special Record Date for the payment of such defaulted interest. If fewer than all Such Special Record Date shall be fixed by the Trustee whenever moneys become available for payment of the Warrant Shares purchasable under defaulted interest, and notice of the Warrant are purchased, Special Record Date shall be given by the Company will, upon such partial exercise, execute and deliver Trustee to the Holder a new Warrant (dated as Owners of the Issue Certificates, not less than 10 days prior to the Special Record Date), in by first-class mail to each such Owner as shown on the same form and tenor as this WarrantTrustee’s registration records on a date selected by the Trustee, evidencing that portion stating the date of the Warrant not exercisedSpecial Record Date and the date fixed for the payment of such defaulted interest. Alternative means of payment of interest may be used if mutually agreed to in writing between the Owner of any Certificate and the Trustee.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder Not later than five (5) Trading Days after ------------------------ the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates which shall be transmitted free of restrictive legends and trading restrictions (other than any required by Section 3.1 of the Purchase Agreement) representing the number of shares of the Common Stock being acquired upon the conversion of the Note, (ii) a new Note in a principal amount equal to the principal amount of the Note not converted; and (iii) a check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of the portion of this Note tendered for conversion or, if the Company has elected to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions, representing such number of shares of the Common Stock as equals such interest due as set forth in Section 1.3 herein; provided, however, that -------- ------- the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of the principal amount of this Note until this Note is either delivered for conversion to the Company or any transfer agent of for this Note or the Common Stock, or the Holder notifies the Company that such Note has been lost, stolen or destroyed and provides a bond (or other adequate security) reasonably satisfactory to the Company to indemnify the Holder Company from any loss incurred by crediting it in connection therewith (in which case the account Company shall issue a replacement Note in like principal amount). The Company shall, upon request of the Holder’s prime broker with , use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except thatincluding for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the fifth Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Note tendered for conversion. If the Company shall fail to issue to a Holder on a timely basis as described in this Section 5.3 the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion of this Convertible Note, the Company shall pay damages to such Holder equal to the greater of (A) actual damages incurred by such holder as a result of such Holder's having needed to "buy in" shares of Common Stock to satisfy its securities delivery requirements ("BUY IN ACTUAL DAMAGES") and (B) after the effective date of the Registration Statement, if the Company fails to deliver such certificates within three (3) days after the last possible date of which the Company could have issued such surrender and payment Common Stock to such Holder without violating this Section 5.3, on each date such conversion is a date when the stock transfer books not timely effected, an amount equal to one percent (1%) of the Company are closed, product of (A) the number of shares of Common Stock not issued to the Holder on a timely basis and to which such person shall be deemed to have become holder is entitled and (B) the holder Closing Bid Price of such shares at the close of business Common Stock on the next succeeding last possible date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon could have issued such partial exercise, execute and deliver Common Stock to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as such holder with out violating this Warrant, evidencing that portion of the Warrant not exercisedSection 5.3.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder (i) Not later than three (3) Trading Days after any Conversion Date (a "Delivery Date"), the Company will deliver to the Holder (A) a certificate or certificates which shall be transmitted free of restrictive legends and trading restrictions (other than those required by Section 3.1(b) of the transfer agent Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Debenture, (B) a Debenture or Debentures in a principal amount equal to the principal amount this Debenture not converted, and (C) a bank check in the amount of accrued and unpaid interest, provided, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of the principal amount of this Debenture until this Debenture is delivered for conversion to the Company, or the Holder notifies the Company that this Debenture has been lost, stolen or destroyed and provides a bond (or other adequate security) reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the Holder, if available, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is Delivery Date after a participant in such system and such Warrant Shares are eligible for delivery in such a mannerConversion Date, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery shall be entitled by written notice to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised at any time on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery before its receipt of such certificate or certificatescertificates thereafter, except thatto rescind such conversion, if the date of such surrender and payment is a date when the stock transfer books of in which event the Company are closed, such person shall be deemed to have become immediately return the holder certificates representing the principal amount of such shares at the close of business on the next succeeding date on which the stock transfer books are open. this Debenture tendered for conversion. (ii) If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and fails to deliver to the Holder such certificate or certificates pursuant to this Section 4 by the Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a new Warrant (dated penalty, $5,000 for each Trading Day after the Delivery Date until such certificates are delivered. Nothing herein shall limit the Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and the Holder shall have the right to pursue all remedies available to it at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Further, if the Company shall not have delivered any cash due in respect of conversions of this Debenture or as payment of interest hereon by the Delivery Date, the Holder may, by notice to the Company, require the Company to issue shares of Common Stock, except that for such purpose the Conversion Price applicable thereto shall be the lesser of the Issue Conversion Price on the Conversion Date and the Conversion Price on the date of the Holder's demand. Any such shares will be subject to the provisions of this Section. (iii) In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section 4 by the Delivery Date, and if after the Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the same form and tenor as this WarrantHolder (in addition any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, evidencing if any) for the Common Stock so purchased exceeds (y) the product of (1) the lesser of (A) the aggregate number of shares of Common Stock that portion such Holder anticipated receiving from the conversion at issue or (B) the number of shares of Common Stock so purchased, multiplied by (2) the Conversion Price of the Warrant Common Stock on the Conversion Date, in which event the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under this Section 4 shall not exercised.be so issued. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In in connection with an attempted conversion of Debentures with respect to which the Conversion Price of the Underlying Shares on the applicable Conversion Date multiplied by the number of Underlying Shares was equal to $2,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $9,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. Notwithstanding anything contained herein to the contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of (i) Not later than three Trading Days after any Conversion Date (a "Delivery Date"), the Company will deliver to the Holder (A) a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by crediting the account Section 3.1(b) of the Holder’s prime broker with Purchase Agreement or in the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by event that the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, does not execute and deliver to the Holder Company by fax the undertaking set forth in the Company Conversion Notice within two Trading Days after a new Warrant Company Conversion Date (dated as provided that in such event, the Company shall cause any legend to be removed immediately upon receipt of such undertaking)) representing the number of shares of Common Stock being acquired upon the conversion of Debentures, (B) Debentures in a principal amount equal to the principal amount of Debentures not converted, and (C) a bank check in the amount of accrued and unpaid interest, provided, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of the Issue principal amount of Debentures until Debentures are delivered for conversion to the Company, or the Holder notifies the Company that such Debentures have been lost, stolen or destroyed and provides a bond (or other adequate security) reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. The Company shall, upon request of the Holder, if available, use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date after a Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the certificates representing the principal amount of Debentures tendered for conversion. (ii) If the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section 4 by the Delivery Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $5,000 for each Trading Day after the Delivery Date until such certificates are delivered. Nothing herein shall limit a Hold▇▇'▇ ▇ight to pursue actual damages or declare an Event of Default pursuant to Section 3 herein for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the Holders from seeking to enforce damages pursuant to any other Section hereof or under applicable law. Further, if the Company shall not have delivered any cash due in respect of conversions of Debentures or as payment of interest thereon by the Delivery Date, the Holder may, by notice to the Company, require the Company to issue shares of Common Stock pursuant to Section 4(c), in except that for such purpose the same form and tenor as this Warrant, evidencing that portion Conversion Price applicable thereto shall be the lesser of the Warrant Conversion Price on the Conversion Date and the Conversion Price on the date of such Holder demand. Any such shares will be subject to the provision of this Section. (iii) In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder such certificate or certificates pursuant to this Section 4 by the Delivery Date, and if after the Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Underlying Shares which the Holder anticipated receiving upon such conversion (a "Buy-In"), then the Company shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the lesser of (A) the aggregate number of shares of Common Stock that such Holder anticipated receiving from the conversion at issue or (B) the number of shares of Common Stock so purchased, multiplied by (2) the Conversion Price of the Common Stock on the Conversion Date, in which event the number of shares of Common Stock that would have been issued had the Company timely complied with its delivery requirements under this Section 4 shall not exercisedbe so issued. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In in connection with an attempted conversion of Debentures with respect to which the Conversion Price of the Underlying Shares on the applicable Conversion Date multiplied by the number of Underlying Shares was equal to $2,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $9,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In. Notwithstanding anything contained herein to the contrary, if a Holder requires the Company to make payment in respect of a Buy-In for the failure to timely deliver certificates hereunder and the Company timely pays in full such payment, the Company shall not be required to pay such Holder liquidated damages under Section 4(e)(ii) in respect of the certificates resulting in such Buy-In.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder Not later than two (2) Trading Days after the Closing (the “Share Delivery Date”), Parent shall deliver, or cause to be transmitted by delivered, to the transfer agent stockholders of the Company a certificate or certificates representing the number of shares of Parent Common Stock being issued as the Merger Consideration. All certificate or certificates required to be delivered by Parent under this Section 2.04(a) shall be delivered electronically through DTC or another established clearing corporation performing similar functions, unless Parent or its Transfer Agent does not have an account with DTC and/or is not participating in the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if DTC Fast Automated Securities Transfer Program, then the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute issue and deliver to the Holder address as specified in this Agreement a new Warrant certificate (dated as or certificates), registered in the name of the Issue Datestockholder or its designee, for the number of shares of Parent Common Stock being acquired. The shares of Parent Stock shall bear a restrictive legend in substantially the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), in IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the same form foregoing, commencing on such date that the shares of Parent Stock are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request and tenor as this Warrantat the Company’s expense, evidencing that portion of the Warrant not exercisedshall obtain a legal opinion to allow for such sales under Rule 144.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder Not later than five (5) Trading Days ------------------------ after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates which shall be transmitted by free of restrictive legends and trading restrictions representing the number of shares of the Common Stock being acquired upon the conversion of the Note, (ii) a new Note in a principal amount equal to the principal amount of the Note not converted; and (iii) a check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of the portion of this Note tendered for conversion or, if the Company has elected to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions, representing such number of shares of the Common Stock as equals such interest due as set forth in Section 1.3 herein; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of the principal amount of this Note until this Note is either delivered for conversion to the Company or any transfer agent of for this Note or the Common Stock, or the Holder notifies the Company that such Note has been lost, stolen or destroyed and provides a bond (or other adequate security) reasonably satisfactory to the Company to indemnify the Holder Company from any loss incurred by crediting it in connection therewith (in which case the account Company shall issue a replacement Note in like principal amount). The Company shall, upon request of the Holder’s prime broker with , use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if Corporation or another established clearing corporation performing similar functions. If in the Company is a participant in case of any Conversion Notice such system and such Warrant Shares CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. certificate or certificates, including for purposes hereof, any shares of the Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are eligible for delivery in such a manner, and otherwise by physical delivery not delivered to the address specified or as directed by the applicable Holder in by the Notice of Exercise within three Business Days from fifth Trading Day after the delivery Conversion Date, the Holder shall be entitled by written notice to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised at any time on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery before its receipt of such certificate or certificatescertificates thereafter, except thatto rescind such conversion, if in which event the date Company shall immediately return the Note tendered for conversion. If the Company shall fail to issue to a Holder on a timely basis as described in this Section 5.3 the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion of this Convertible Note, the Company shall pay damages to such Holder equal to the greater of (A) actual damages incurred by such holder as a result of such surrender Holder's having needed to "buy in" shares of Common Stock to satisfy its securities delivery requirements ("Buy In Actual Damages") and payment (B) on each date such conversion is a date when the stock transfer books not timely --------------------- effected, an amount equal to one percent (1%) of the Company are closed, product of (A) the number of shares of Common Stock not issued to the Holder on a timely basis and to which such person shall be deemed to have become holder is entitled and (B) the holder Closing Bid Price of such shares at the close of business Common Stock on the next succeeding last possible date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon could have issued such partial exercise, execute and deliver Common Stock to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as such holder with out violating this Warrant, evidencing that portion of the Warrant not exercisedSection 5.3.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by On or before the transfer agent third (3rd) Trading Day following the date of the Company to the Holder by crediting the account Company’s receipt of the Holder’s prime broker with Note (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Company Transfer Agent is a participant not participating in such system the DTC Fast Automated Securities Transfer Program, issue and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery deliver to the address as specified in with instruction letter accompanying the Note, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. (A) If such delivery is made after the Share Delivery Date (a “Conversion Failure”), then the Company will compensate the Holder at a rate of $100 per day for each of the first ten (10) Trading Days and $200 per day thereafter for each $10,000 of securities. (B) If the certificates have not been delivered by the fifth (5th) Trading Day after the Share Delivery Date and the Holder has purchased (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder's request and in the Notice of Exercise within three Business Days from the delivery Holder's discretion, either (i) pay cash to the Company Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above Common Stock so purchased (the “Delivery PeriodBuy-In Price”). This Warrant shall be deemed to have been exercised on the date on , at which this Warrant is surrendered and payment of the Exercise Price is received by point the Company. The Warrant Shares shall be deemed 's obligation to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of deliver such certificate (and to issue such Common Stock) shall terminate, or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed (ii) promptly honor its obligation to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (dated as if any) of the Issue Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder Not later than five (5) Trading Days after the Conversion Date, the Company will deliver to the Holder (i) a certificate or certificates which shall be transmitted by free of restrictive legends and trading restrictions representing the number of shares of the Common Stock being acquired upon the conversion of the Note, (ii) a new Note in a principal amount equal to the principal amount of the Note not converted; and (iii) a check in the amount of all accrued and unpaid interest (if the Company has elected to pay accrued interest in cash), together with all other amounts then due and payable in accordance with the terms hereof, in respect of the portion of this Note tendered for conversion or, if the Company has elected to pay accrued interest in shares of the Common Stock, certificates, which shall be free of restrictive legends and trading restrictions, representing such number of shares of the Common Stock as equals such interest due as set forth in Section 1.3 herein; provided, however, that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of the principal amount of this Note until this Note is either delivered for conversion to the Company or any transfer agent of for this Note or the Common Stock, or the Holder notifies the Company that such Note has been lost, stolen or destroyed and provides a bond (or other adequate security) reasonably satisfactory to the Company to indemnify the Holder Company from any loss incurred by crediting it in connection therewith (in which case the account Company shall issue a replacement Note in like principal amount). The Company shall, upon request of the Holder’s prime broker with , use its best efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder Corporation or another established clearing corporation performing similar functions. If in the case of any Conversion Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except thatincluding for purposes hereof, if any shares of the date Common Stock to be issued on the Conversion Date on account of accrued but unpaid interest hereunder, are not delivered to or as directed by the applicable Holder by the fifth Trading Day after the Conversion Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such surrender certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return the Note tendered for conversion. If the Company shall fail to issue to a Holder on a timely basis as described in this Section 5.3 the number of shares of Common Stock to which such Holder is entitled upon such Holder's conversion of this Convertible Note, the Company shall pay damages to such Holder equal to the greater of (A) actual damages incurred by such holder as a result of such Holder's having needed to "buy in" shares of Common Stock to satisfy its securities delivery requirements ("Buy In Actual Damages") and payment (B) on each date such conversion is a date when the stock transfer books not timely effected, an amount equal to one percent (1%) of the Company are closed, product of (A) the number of shares of Common Stock not issued to the Holder on a timely basis and to which such person shall be deemed to have become holder is entitled and (B) the holder Closing Bid Price of such shares at the close of business Common Stock on the next succeeding last possible date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon could have issued such partial exercise, execute and deliver Common Stock to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as such holder with out violating this Warrant, evidencing that portion of the Warrant not exercisedSection 5.3.

Delivery of Certificates. Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company (“"DTC”") through its Deposit Withdrawal Agent Commission system if the Company is a participant in such system and such Warrant Shares are eligible for delivery in such a manner, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment of the aggregate Exercise Price as set forth above (the “"Delivery Period”"). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date on which all of the criteria described in the immediately preceding sentence have occurred, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open. If fewer than all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Holder a new Warrant (dated as of the Issue Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.

Delivery of Certificates. Certificates (i) The Underwriter shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriter (and, if necessary for Warrant Shares purchased hereunder shall be transmitted opinion purposes, counsel to the Underwriter) and signed by the transfer agent officers of the Company acceptable to the Holder by crediting Underwriter, acting reasonably, with respect to the account constating documents of the Holder’s prime broker with Company, the Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system if absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company is a participant in such system relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Company and such Warrant Shares are eligible for delivery in such other matters as the Underwriter may reasonably request. (ii) The Underwriter shall have received on the Closing Date a mannercertificate, dated the Closing Date and otherwise signed by physical delivery an executive officer of the Company, to the address specified by effect that the Holder in the Notice representations and warranties of Exercise within three Business Days from the delivery to the Company of the Notice of Exercise, surrender of contained in this Warrant Agreement are true and payment of the aggregate Exercise Price as set forth above (the “Delivery Period”). This Warrant shall be deemed to have been exercised on the date on which this Warrant is surrendered and payment of the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, correct as of the date on which Closing Date and that the Company has complied with all of the criteria described in the immediately preceding sentence have occurred, irrespective agreements and satisfied all of the date of delivery of conditions on its part to be performed or satisfied hereunder on or before the Closing Date (it being understood that the officer signing and delivering such certificate may rely upon his or certificatesher knowledge as to proceedings threatened). (iii) The Underwriter shall have received at the Closing Time certificates dated the Closing Date, except thataddressed to the Underwriter (and, if necessary for opinion purposes, counsel to the date of such surrender Underwriter) and payment is a date when the stock transfer books signed by officers of the Company are closed, such person shall be deemed to have become Selling Shareholder (including the holder of a power of attorney) acceptable to the Underwriter, acting reasonably, with respect to the constating documents of the Selling Shareholder, all resolutions of the general partner of the Selling Shareholder relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Selling Shareholder and such shares at other matters as the close of business Underwriter may reasonably request. (iv) The Underwriter shall have received on the next succeeding date on which Closing Date a certificate, dated the stock transfer books Closing Date and signed by an executive officer of the Selling Shareholder, to the effect that the representations and warranties of the Selling Shareholder contained in this Agreement are open. If fewer than true and correct as of the Closing Date and that the Selling Shareholder has complied with all of the Warrant Shares purchasable under the Warrant are purchased, the Company will, upon such partial exercise, execute agreements and deliver to the Holder a new Warrant (dated as satisfied all of the Issue conditions on its part to be performed or satisfied hereunder on or before the Closing Date), in the same form and tenor as this Warrant, evidencing that portion of the Warrant not exercised.