Common use of Exercise Mechanics Clause in Contracts

Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 28, 2005, the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement and (ii) the exercise of the Call Option or the October 23rd Call Option during the period beginning on September 29, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied in full its obligations under this Agreement upon delivery to the Issuer of the certificate, share transfer form and any other documentation as required by this Section 2.3(b).

Exercise Mechanics. No fractional units shall be issued upon the exercise of this Warrant, and the Company shall in lieu thereof make payment to the Holder of cash, by wire transfer of immediately available lawful tender of the United States, in the amount of such fraction multiplied by the fair market value (as defined below) of one Warrant Unit on the date of exercise. Any Warrant Units purchased upon the exercise of this Warrant shall be and are deemed to be issued to the Holder as the record owner of such units as of the close of business on the date on which the exercise conditions set forth in Section 1(a), (b) and (c) have been satisfied. After any rights represented by this Warrant have been so exercised, the Company shall promptly (a) Subject deliver to Section 2.2(athe Holder, at the Company’s expense, certificates for the Warrant Units so purchased (if such units are then certificated), together with any other securities or property to which the Holder hereof is entitled upon such exercise, and (b) hereofreflect such issuance in its books and records. Each certificate so delivered shall be in such denominations of the Warrant Units as may be requested by the Holder and shall be registered in the name of such Holder. In the event of a purchase of less than all the Warrant Units, the Issuer may exercise the Call Option, in whole or in part (subject Company shall promptly execute and deliver to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise Holder an Acknowledgement in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 28, 2005, the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement and (ii) the exercise of the Call Option or the October 23rd Call Option during the period beginning on September 29, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and attached hereto indicating the number of Option Shares Warrant Units which remain subject to this Warrant, if any. Notwithstanding anything to the contrary contained herein, unless the Holder otherwise notifies the Company, this Warrant shall be deemed to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect automatically exercised using the Net Issuance method of exercises of the Call Option and the October 23rd Call Option prior payment pursuant to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in Section 3 immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement time on the Expiration Date or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares at which this Warrant ceases to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably requestexercisable. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied in full its obligations under this Agreement upon delivery to the Issuer of the certificate, share transfer form and any other documentation as required by this Section 2.3(b).

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) Subject to the Company breaches any covenant set forth in Section 2.2(a3.1 or Section 3.2 or (b) hereofat any time after becoming eligible for the Designated Exclusion, the Issuer Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Call OptionPut Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in whole any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or in part Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described belowan “Exercise Notice”), on at any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that time (i) prior to September 28in the case of JPM, 2005, after the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement Put Activation Date and (ii) in the exercise case of the Call Option or the October 23rd Call Option during the period beginning on September 29other Investors, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date receipt of the Call JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the number of Option Shares to be Company has delivered on written notice setting forth in reasonable detail how such Settlement Date; provided however, (ibreach or ineligibility has been cured and evidence thereof) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the account Put Closing Date, in the event JPM (or any of DMWBV specified in Schedule B hereto; and its affiliates) provides the Company with an Exercise Notice, each Investor (iiother than JPM) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent affiliates (if any) shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in full the event the Exercise Notices of JPM and its obligations under this Agreement upon delivery affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the Issuer of right to exercise the certificate, share transfer form and any other documentation as required Put Right has been cured will be made by this Section 2.3(b)JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) Subject to the Company breaches any covenant set forth in Section 2.2(a3.1 or Section 3.2 or (b) hereofat any time after becoming eligible for the Designated Exclusion, the Issuer Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Call OptionPut Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in whole any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock or in part Series B-3 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described belowan “Exercise Notice”), on at any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that time (i) prior to September 28in the case of JPM, 2005, after the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement Put Activation Date and (ii) in the exercise case of the Call Option or the October 23rd Call Option during the period beginning on September 29other Investors, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date receipt of the Call JPM’s Exercise Notice, unless such breach 9 or ineligibility is cured (and the number of Option Shares to be Company has delivered on written notice setting forth in reasonable detail how such Settlement Date; provided however, (ibreach or ineligibility has been cured and evidence thereof) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the account Put Closing Date, in the event JPM (or any of DMWBV specified in Schedule B hereto; and its affiliates) provides the Company with an Exercise Notice, each Investor (iiother than JPM) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent affiliates (if any) shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in full the event the Exercise Notices of JPM and its obligations under this Agreement upon delivery affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the Issuer of right to exercise the certificate, share transfer form and any other documentation as required Put Right has been cured will be made by this Section 2.3(b)JPM in its sole discretion.

Exercise Mechanics. Subject in all cases to Section 3.2, if (a) Subject to Section 2.2(athe Company breaches any covenant set forth in Article 3 or (b) hereofat any time after becoming eligible for the Designated Exclusion, the Issuer Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Call OptionPut Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in whole any case, specifying the number of shares of Series B-1 Stock or in part Series B-2 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described belowan “Exercise Notice”), on at any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that time (i) prior to September 28in the case of JPM, 2005, after the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement Put Activation Date and (ii) in the exercise case of the Call Option or the October 23rd Call Option during the period beginning on September 29other Investors, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date receipt of the Call JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the number of Option Shares to be Company has delivered on written notice setting forth in reasonable detail how such Settlement Date; provided however, (ibreach or ineligibility has been cured and evidence thereof) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the account Put Closing Date, in the event JPM (or any of DMWBV specified in Schedule B hereto; and its affiliates) provides the Company with an Exercise Notice, each Investor (iiother than JPM) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent affiliates (if any) shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in full the event the Exercise Notices of JPM and its obligations under this Agreement upon delivery affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the Issuer of right to exercise the certificate, share transfer form and any other documentation as required Put Right has been cured will be made by this Section 2.3(b)JPM in its sole discretion.

Exercise Mechanics. (a) Subject The rights represented by this Warrant may, subject to Section 2.2(a) hereof7 below, the Issuer may exercise the Call Option, be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page hereto (or at such other address as it may designate by notice in writing to the Holder): (a) A complete and duly executed Notice of Exercise, by or for the benefit of the Holder, in the form attached hereto as Exhibit A; and (b) Payment of the Exercise Price either in cash or by check (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described limitations in Section 2.3 below), or pursuant to the “cashless exercise” procedures set forth in Section 4 below. Execution and delivery of the Notice of Exercise shall have the same effect as cancellation of the portion of the original Warrant so exercised, and this Warrant shall evidence the right to purchase the remaining number of Warrant Shares, if any. If requested by the Company, the Holder agrees to provide this Warrant, or an affidavit of lost security, to the Company within a reasonable period after the delivery of the Notice of Exercise. Certificates for 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 through its Deposits and Withdrawal at Custodian (DWAC) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) 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. This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any Business 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 this Warrant has been exercised by payment to the Company of the Exercise Price. If by the close of the third full Trading Day within after delivery of a Notice of Exercise, the Effective Period Company fails to deliver to the Holder a certificate representing the required number of Warrant Shares in the manner required pursuant to this Section 2, and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by giving three Business Days' prior written notice the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Call Notice"“Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion, either (a) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate or (b) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (i) such number of Warrant Shares, times (ii) the closing bid price on the date of the event giving rise to the Company’s obligation to deliver such certificate. The person in whose name any Warrant Shares are to be issued upon exercise in the form of Schedule A to this Agreement, which Call Notice Warrant shall be irrevocable deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, 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. To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the requirements terms hereof are absolute and unconditional, irrespective of Section 3.1 hereof, provided, however that (i) prior to September 28, 2005, the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued any action or inaction by the Issuer within 24 days of Holder to enforce the date of this Agreement and (ii) the exercise of the Call Option same, any waiver or the October 23rd Call Option during the period beginning on September 29, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered consent with respect to a Call Notice exercised during any provision hereof, the period beginning September 29recovery of any judgment against any person or entity or any action to enforce the same, 2005 shall be for 100% or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and irrespective of any other circumstance which might otherwise limit such obligation of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer Company to the account Holder in connection with the issuance of DMWBV specified Warrant Shares. Nothing herein shall limit a H▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in writing to the Issuer two Business Days prior to the relevant Settlement Date orequity including, if not so specifiedwithout limitation, to the account a decree of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate specific performance and/or injunctive relief with respect to the execution and delivery Company’s failure to timely deliver certificates representing the Warrant Shares upon exercise of the share transfer form and such other share transfer documentation this Warrant as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares required pursuant to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied in full its obligations under this Agreement upon delivery to the Issuer of the certificate, share transfer form and any other documentation as required by this Section 2.3(b)terms hereof.

Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 2829, 2005, the Issuer may only exercise the Call Option Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 30 days of the date of this Agreement and (ii) the exercise of either of the Call Option or the October 23rd Call Option Options during the period beginning on September 29, 2005 and ending on to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with Exhibit (f) EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 10025% of the remaining Option Shares, or in the case of Option Shares delivered pursuant to the final Call Notice, all remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied in full its obligations under this Agreement upon delivery to the Issuer of the certificate, share transfer form and any other documentation as required by this Section 2.3(b).

Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 2829, 2005, the Issuer may only exercise the Call Option Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 30 days of the date of this Agreement and (ii) the exercise of either of the Call Option or the October 23rd Call Option Options during the period beginning on September 29, 2005 and ending on to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 10025% of the remaining Option Shares, or in the case of Option Shares delivered pursuant to the final Call Notice, all remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, to the account of DMWBV specified in Schedule B hereto; and (ii) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied in full its obligations under this Agreement upon delivery to the Issuer of the certificate, share transfer form and any other documentation as required by this Section 2.3(b).

Exercise Mechanics. Subject in all cases to Section 3.4, if (a) Subject to the Company breaches any covenant set forth in Section 2.2(a3.1 or Section 3.2 or (b) hereofat any time after becoming eligible for the Designated Exclusion, the Issuer Company is not eligible for the Designated Exclusion, and such breach or ineligibility is not cured within sixty (60) calendar days of the occurrence of such breach or ineligibility (provided that the cure period for failure to deliver a 1940 Act Compliance Statement, a 1940 Act Opinion or a BHCA Certificate within the time periods required therefor shall be five (5) calendar days) (the end of such cure period, the “Put Activation Date”), JPM may in its discretion exercise the Call OptionPut Right by providing written notice of such exercise to the Company and the other Investors, and if and only if JPM exercises the Put Right, each other Investor may in its discretion exercise the Put Right by providing written notice of such exercise to the Company, in whole any case, specifying the number of shares of Series B-1 Stock, Series B-2 Stock, Series B-3 Stock or in part Series B-4 Stock, as the case may be, for which the Put Right is being exercised, and the aggregate Put Price therefor (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described belowan “Exercise Notice”), on at any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that time (i) prior to September 28in the case of JPM, 2005, after the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement Put Activation Date and (ii) in the exercise case of the Call Option or the October 23rd Call Option during the period beginning on September 29other Investors, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date receipt of the Call JPM’s Exercise Notice, unless such breach or ineligibility is cured (and the number of Option Shares to be Company has delivered on written notice setting forth in reasonable detail how such Settlement Date; provided however, (ibreach or ineligibility has been cured and evidence thereof) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares. (b) On each Settlement Date: (i) The Issuer shall pay DMWBV the Call Option Price in respect of each Option Share to be delivered in United States dollars in immediately available funds by wire transfer to the account of DMWBV specified in writing to the Issuer two Business Days prior to the relevant Settlement Date or, if not so specified, delivery of an Exercise Notice; provided that unless such Investor otherwise informs the Company in writing prior to the account Put Closing Date, in the event JPM (or any of DMWBV specified in Schedule B hereto; and its affiliates) provides the Company with an Exercise Notice, each Investor (iiother than JPM) Upon and subject to receipt by DMWBV of such Call Option Price, DMWBV shall deliver to the Issuer a certificate representing the number of Option Shares to be delivered, together with a share transfer form in respect of such Option Shares duly completed in favor of the Issuer, an incumbency certificate with respect to the execution and delivery of the share transfer form and such other share transfer documentation as the Issuer and its transfer agent affiliates (if any) shall reasonably request. (c) DMWBV covenants and agrees that upon transfer of the Option Shares to the Issuer pursuant to a Call Option and payment therefor as provided in this Section 2.3(b), the Issuer shall receive the Option Shares free and clear of any claims, pledges, liens, charges and encumbrances arising by, through or under DMWBV or any Affiliate of DMWBV. For the avoidance of doubt, DMWBV assumes no responsibility for effecting the transfer of the Option Shares on the books and records of the Issuer, and DMWBV will be deemed to have satisfied provided the Company with an Exercise Notice with respect to all (or a proportionate portion thereof in full the event the Exercise Notices of JPM and its obligations under this Agreement upon delivery affiliates are for less than all of the Series B Preferred Stock held by them) of the Series B Preferred Stock of such Investor (or affiliate). As between JPM and the other Investors, any determination as to whether any breach or ineligibility by the Company giving rise to the Issuer of right to exercise the certificate, share transfer form and any other documentation as required Put Right has been cured will be made by this Section 2.3(b)JPM in its sole discretion.