Common use of Execution and Delivery of Warrant Certificates Clause in Contracts

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant to purchase initially one share of Common Stock, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officer. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 or by Section 3.2, 4 or 11 hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A Warrant Certificate shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A B Warrant Certificates evidencing 1,510,638 1,029,366 Class A B Warrants, each Class A B Warrant to purchase initially one share of Common Stock, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A B Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officer. The Warrant Agent is hereby authorized to countersign and deliver Class A B Warrant Certificates as required by this Section 2 or by Section 3.2, 4 or 11 hereof. The Class A B Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A B Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A B Warrant Certificate shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A B Warrant Certificate may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A (a) Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant to purchase initially one share of Common Stock, the Warrants which may be executed, on or after the date of this Warrant Agreement, by the Company countersigned and delivered under this Agreement are limited to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates evidencing [ ]3 Warrants except for Warrant Certificates countersigned and delivered upon the order registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Section 2.4, Section 3.2(d), Section 6 and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officer. Section 8. (b) The Warrant Agent is hereby authorized to countersign (by manual or electronic signature) and deliver Class A Warrant Certificates as required by this Section 2 2.1 or by Section 3.22.4, 4 Section 3.2(d), Section 6 or 11 hereof. Section 8. (c) The Class A Warrant Certificates shall be executed in the corporate name and on behalf of the Company by its the Chairman of the BoardBoard of Directors, the Chief Executive Officer, President, any Vice the President or other duly authorized executive officer any one of the Vice Presidents of the Company under corporate seal reproduced thereon (if the Company has a corporate seal) and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile electronic signature printed thereon. The Class A Warrant Certificates shall be countersigned countersigned, either by manual signature of or electronic signature, by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant (i) At any time and from time to purchase initially one share of Common Stock, may be executed, time on or after the date of this Warrant Agreement, Warrant Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon shall, when, as and if directed by the Company, countersign and deliver such Class A Warrant Certificates upon to the order and at respective Persons entitled thereto, as specified by the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerCompany. The Warrant Agent is further hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 or by 2(b), Section 3.22(c), 4 or 11 hereof. Section 3(b)(iii), Section 4(a), Section 9(a), Section 10. (ii) The Class A Warrant Certificates shall be executed in the corporate name and on behalf of the Company by its any of the Chairman of the BoardBoard of Directors, the Chief Executive Officer, President, the Chief Financial Officer or any Vice President or other duly authorized executive officer one of the Company Executive Vice Presidents, Senior Vice Presidents or Vice Presidents of the Company, either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Class A (a) Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant to purchase initially one share of Common Stock, the Warrants which may be executed, on or after the date of this Warrant Agreement, by the Company countersigned and delivered under this Agreement are limited to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates evidencing 2,907,845 Warrants except for Warrant Certificates countersigned and delivered upon the order registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Section 2.4, Section 3.2(d), Section 6 and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officer. Section 8. (b) The Warrant Agent is hereby authorized to countersign (by manual or electronic signature) and deliver Class A Warrant Certificates as required by this Section 2 2.1 or by Section 3.22.4, 4 Section 3.2(d), Section 6 or 11 hereof. Section 8. (c) The Class A Warrant Certificates shall be executed in the corporate name and on behalf of the Company by its the Chairman of the BoardBoard of Directors, the Chief Executive Officer, President, any Vice the President or other duly authorized executive officer any one of the Vice Presidents of the Company under corporate seal reproduced thereon (if the Company has a corporate seal) and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile electronic signature printed thereon. The Class A Warrant Certificates shall be countersigned countersigned, either by manual signature of or electronic signature, by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant (c). (i) At any time and from time to purchase initially one share of Common Stock, may be executed, time on or after the date of this Warrant Agreement, Warrant Certificates evidencing the Warrants may be executed by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon shall, when, as and if directed by the Company in writing , countersign and deliver such Class A Warrant Certificates upon to the order and at respective Persons entitled thereto, as specified by the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerCompany. The Warrant Agent is further hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 or by 2(b), Section 3.22(c), 4 or 11 hereof. Section 3(b)(iii), Section 4(a), Section 9(a), Section 10. (ii) The Class A Warrant Certificates shall be executed in the corporate name and on behalf of the Company by its any of the Chairman of the BoardBoard of Directors, the Chief Executive Officer, President, the Chief Financial Officer or any Vice President or other duly authorized executive officer one of the Company Executive Vice Presidents, Senior Vice Presidents or Vice Presidents of the Company, either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant to purchase initially one share of Common Stock, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer one or other duly authorized executive officermore Senior Officers to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. In consideration for the initial funding under the Credit Facilities, Warrant Certificates for 750,000 shares shall be executed and delivered to the Warrant Agent on the date hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President one or other duly authorized executive officer more Senior Officers of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director Senior Officer of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director Senior Officer of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director Senior Officer of the Company.

Execution and Delivery of Warrant Certificates. Class A Series B Warrant Certificates evidencing 1,510,638 Class A 523,557 Series B Warrants, each Class A Series B Warrant to purchase initially one share of Common StockClass E Common, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Series B Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer Officer, President, Chief Financial Officer, any Vice President or other duly authorized executive officer. The Warrant Agent is hereby authorized to countersign and deliver Class A Series B Warrant Certificates as required by this Section 2 or by Section 3.2, 4 or 11 hereof. The Class A Series B Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Series B Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A Series B Warrant Certificate shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Series B Warrant Certificate may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A 155,000 Warrants, each Class A Warrant to purchase initially one share of 8.167 Common StockShares, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class Series A Warrant Certificates evidencing 1,510,638 Class 498,688 Series A Warrants, each Class Series A Warrant to purchase initially one share of Common StockClass D Common, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class Series A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer Officer, President, Chief Financial Officer, any Vice President or other duly authorized executive officer. The Warrant Agent is hereby authorized to countersign and deliver Class Series A Warrant Certificates as required by this Section 2 or by Section 3.2, 4 or 11 hereof. The Class Series A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class Series A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class Series A Warrant Certificate shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class Series A Warrant Certificate may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A (a) Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant to purchase initially one share of Common Stock, the Warrants which may be executed, on or after the date of this Warrant Agreement, by the Company countersigned and delivered under this Agreement are limited to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates evidencing 11,800,000 Warrants except for Warrant Certificates countersigned and delivered upon the order registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Section 2.4, Section 3.2(e), Section 6 and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officer. Section 8. (b) The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.1 or by Section 3.22.4, 4 Section 3.2(e), Section 6 or 11 hereof. Section 8. (c) The Class A Warrant Certificates shall be executed in the corporate name and on behalf of the Company by its the Chairman (or any Co-Chairman) of the BoardBoard of Directors, the Chief Executive Officer, President, any Vice the President or other duly authorized executive officer any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary, the Treasurer or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned countersigned, either by manual signature of or facsimile signature, by the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Class A Warrant ----------- ---------------------------------------------- Certificates evidencing 1,510,638 Class A 66,000 Warrants, each Class A Warrant to purchase initially one share of 35.39448485 Common StockShares, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A 225,000 Warrants, each Class A Warrant to purchase initially one share of initially15.0874 Common StockShares, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant Warrants to purchase initially one share an aggregate of Common Stock, up to 544,500 Class A Shares may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President Officer or other duly authorized executive officer director of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual or facsimile signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A (a) Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant to purchase initially one share of Common Stock, the Warrants which may be executed, on or after the date of this Warrant Agreement, by the Company countersigned and delivered under this Agreement are limited to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates evidencing 2,580,182 Warrants except for Warrant Certificates countersigned and delivered upon the order registration of transfer of, or in exchange for, or in lieu of, one or more previously countersigned Warrant Certificates pursuant to Section 2.4, Section 3.2(d), Section 6 and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officer. Section 8. (b) The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.1 or by Section 3.22.4, 4 Section 3.2(d), Section 6 or 11 hereof. Section 8. (c) The Class A Warrant Certificates shall be executed in the corporate name and on behalf of the Company by its the Chairman (or any Co-Chairman) of the BoardBoard of Directors, the Chief Executive Officer, President, any Vice the President or other duly authorized executive officer any one of the Vice Presidents of the Company under corporate seal reproduced thereon and attested to by the Secretary or one of the Assistant Secretaries of the Company, either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be manually countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company, and any Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company, although at the date of the execution of this Agreement any such person was not such officer.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A up to 444,100 Warrants, each Class A Warrant to purchase initially one share 2.2404 shares of Common Preferred Stock, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, PresidentChief Financial Officer, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant Warrants to purchase initially one share an aggregate of up to 105,000 shares of Common Stock, may Stock shall be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerto the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.02 or by Section 3.23.04, 4 Article V or 11 hereofSection 9.04. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, Chief Executive Officer, President, any Vice Officer or President or other duly authorized executive officer by any of the Company its Vice Presidents, either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned authenticated by manual signature of an authorized signatory of the Warrant Agent and shall not be valid for any purpose unless so countersigned, and shall be dated the date of authentication by the Warrant Agent. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer the Chairman, Chief Executive Officer, President or director a Vice President of the Company before countersignature by the Warrant Agent and the issuance issue and delivery thereof, such Class A Warrant Certificate may nevertheless Certificates may, nevertheless, be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A 444,100 Warrants, each Class A Warrant to purchase initially one share .003734 shares of Common Preferred Stock, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, PresidentChief Financial Officer, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A (a) Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant Warrants to purchase initially one share of Common Stock, may be executed, issued under the Agreement shall be executed on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A . Two Warrant Certificates upon will be issued to each Lender, initially exercisable for the order and at number of Common Shares set forth on Schedule I with respect to such Lender aggregating 5% of the written direction Common Stock of the Company signed by its Chief Executive Officer or other duly authorized executive officeron a fully diluted basis. The Warrant Agent is hereby authorized to and shall thereupon countersign and deliver Class A such Warrant Certificates as required by this Section 2 2.3, Section 2.4, or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. . (b) The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive OfficerVice Chairman of the Board, President, any Vice President Chief Operating Officer, Chief Financial Officer or other duly authorized executive officer of the Company Chief Executive Officer either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant ---------------------------------------------- Certificates evidencing 1,510,638 Class A 786,000 Initial Warrants and 500,000 Additional Warrants, each Class A Warrant to purchase initially one share of (1) Common StockShare, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chief Executive Officer or other duly authorized executive officerofficer to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article V or 11 Article VII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President or other duly authorized executive officer of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A Warrants, each Class A Warrant 280,000 Warrants and entitling the Holders to purchase initially one share an aggregate of 504,000 Common StockShares, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company in form attached hereto as Exhibit A signed by its Chief Executive Officer one or other duly authorized executive officermore Senior Officers to the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any Vice President one or other duly authorized executive officer more Senior Officers of the Company either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director Senior Officer of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director Senior Officer of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director Senior Officer of the Company.

Execution and Delivery of Warrant Certificates. Class A Warrant Certificates evidencing 1,510,638 Class A 460,800 Warrants, each Class A Warrant to purchase initially one share of 0.21785 Common StockShares, may be executed, on or after the date of this Warrant Agreement, by the Company and delivered to the Warrant Agent for countersignature, and the Warrant Agent shall thereupon countersign and deliver such Class A Warrant Certificates upon the order and at the written direction of the Company signed by its Chairman of the Board, Vice Chairman of the Board, President, Chief Operating Officer, Chief Financial Officer or Chief Executive Officer or other duly authorized executive officerto the purchasers thereof on the date of issuance. The Warrant Agent is hereby authorized to countersign and deliver Class A Warrant Certificates as required by this Section 2 2.3 or by Section 3.23.3, 4 Article VI or 11 Article VIII hereof. The Class A Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive OfficerVice Chairman of the Board, President, any Vice President Chief Operating Officer, Chief Financial Officer or other duly authorized executive officer of the Company Chief Executive Officer either manually or by facsimile signature printed thereon. The Class A Warrant Certificates shall be countersigned by manual signature of the Warrant Agent and shall not be valid for any purpose unless so countersigned. In case any officer or director of the Company whose signature shall have been placed upon any Class A of the Warrant Certificate Certificates shall cease to be such officer or director of the Company before countersignature by the Warrant Agent and the issuance and delivery thereof, such Class A Warrant Certificate Certificates may nevertheless be countersigned by the Warrant Agent and issued and delivered with the same force and effect as though such person had not ceased to be such officer or director of the Company.