Common use of Exercise of Warrant Certificates Clause in Contracts

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number on April 1, 2003 and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each of the next four anniversaries of such date (each a "Vesting Date") and will be cumulative; provided, however, that if on any Vesting Date the Company no longer serves as the exclusive vendor of integrated pharmacy benefit management services for Client, or, if prior to any Vesting Date the Client exercises its rights under Section 3(j) of the Service Agreement, then the scheduled vesting for such date will be forfeited. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) the third month following termination of the Service Agreement or (ii) April 1, 2008 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.

Exercise of Warrant Certificates. (a) The purchase rights granted hereunder will be exercisable as to twenty percent (20%) holder of Warrants may, until 5:00 p.m. New York time, on the Total Exercise Number on April 1Expiration Date, 2003 and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each of the next four anniversaries of such date (each a "Vesting Date") and will be cumulative; provided, however, that if on any Vesting Date the Company no longer serves as the exclusive vendor of integrated pharmacy benefit management services for Client, or, if prior to any Vesting Date the Client exercises its rights under Section 3(j) of the Service Agreement, then the scheduled vesting for such date will be forfeited. Except as otherwise provided for herein, the term of the Warrant Certificates and the holder's right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of Shares in whole or from time to time in part by: (i) providing an exercise form for the third month following termination election to exercise such Warrant (a "Warrant Exercise Notice") to the Warrant Agent at the address set forth in Section 7.01(a) hereof, "Re: Hawaiian Telcom Holdco, Inc. Warrant Exercise," by overnight courier, received by the Warrant Agent no later than 5:00 p.m. New York time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Warrant Shares substantially in the form set forth in Exhibit B hereto, as may be amended by the Company from time to time, properly and duly completed and executed by the Beneficial Holder thereof, provided that such written notice may only be submitted if such Warrants are evidenced by Warrant Certificates held through the book-entry facilities of the Service Agreement Depositary, by or through persons that are direct participants in the Depositary, and, in the case of an exercise for cash pursuant to Section 3.04(a), providing payment of the Exercise Amount to its broker, together with any applicable taxes and governmental charges; and (ii) April 1delivering no later than 5:00 p.m. New York time, 2008 (on the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice Business Day immediately prior to the Company in the form attached Settlement Date, such Warrants to the Warrant Certificates, which specifies an exercise date Agent by book-entry transfer through the facilities of the Depositary. (b) The Exercise Amount shall be payable in lawful money of the "Date United States of Exercise"), accompanied America either by full payment for the shares by wire transfer or certified or official bank check made payable to the order of the Company (or if agreed to in the equivalent thereof acceptable sole and absolute discretion of the Company, by wire transfer in immediately available funds to Company. Upon an account designated by the initial Company prior to exercise). (c) Any exercise of a Warrant Certificatepursuant to the terms of this Warrant Agreement shall be irrevocable and shall constitute a binding agreement between the Registered Holder and the Company, Client enforceable in accordance with its terms. (d) The Warrant Agent shall: (i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated by the Warrant Certificates to ascertain whether, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms of this Warrant Agreement; (ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled; (iii) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent's account; (iv) advise the Company, no later than five Business Days after receipt of a Warrant Exercise Notice, of (1) the receipt of such Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (2) the instructions with respect to delivery of the Warrant Shares deliverable upon such exercise, subject to the timely receipt from the Depositary of the necessary information, and (3) such other information as the Company shall execute reasonably require; and (v) subject to the Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the Depositary, liaise with the Depositary and enter into endeavor to effect such delivery to the Stockholders Agreement attached hereto relevant accounts at the Depositary in accordance with its requirements. (e) All questions as Exhibit B to the validity, form and sufficiency (the "Stockholders Agreement"). At the including time of deliveryreceipt) of a Warrant exercise shall be determined by the Company in its sole discretion, which determination shall be final and binding, absent manifest error. The Warrant Agent shall incur no liability for or in respect of and, except to the extent such liability arises from the Warrant Agent's gross negligence, willful misconduct or bad faith (as determined by a final, non-appealable order of a court of competent jurisdiction), shall be indemnified and held harmless by the Company for acting or refraining from acting upon, or as a result of such determination by the Company. The Company reserves the right to reject any and all Warrant Exercise Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on the holders, absent manifest error. Moreover, the Company shallreserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be under any duty to give notice to the holders of the Warrants of any irregularities in any exercise of Warrants, without stock transfer tax nor shall the Company or the Warrant Agent incur any liability for the failure to give such notice. (f) As soon as practicable after the exercise of any Warrant and, if applicable, clearance of the funds in payment of the Exercise Price, the Company shall issue, or otherwise deliver, in authorized denominations to or upon the order of the holder of the Warrant Certificate Certificates evidencing such Warrants by same-day or next-day credit to the Depositary for the account of such Beneficial Holder or for the account of a participant in the Depositary, the number of Warrant Shares to which such holder is entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Beneficial Holder or by the direct participant in the Depositary through which such Beneficial Holder is acting. (g) Any exercise of Net Issuance Right pursuant to Section 3.04 shall be effective upon receipt by the Warrant Agent of the Exercise Form properly completed and duly executed, or on such later date as is specified therein (the "HolderNet Issuance Exercise Date"). The Holder of the Warrants shall be deemed to be the holder of record of the Warrant Shares issuable upon such exercise as of the time of receipt of the Exercise Form and payment of the aggregate Exercise Price for the Warrant Shares for which a Warrant is then being exercised, deliver in the case of an exercise for cash pursuant to Section 3.04(a), or as of the Net Issuance Exercise Date, in the case of a net issuance exercise pursuant to Section 3.04(b); provided, that, if the date of such receipt and payment or the Net Issuance Exercise Date is a date when the stock transfer books of the Company are closed, the Holder shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the Company's stock transfer books are open. Warrants may not be exercised by, or securities issued to, any Holder in any state in which such exercise or issuance would be unlawful. (h) If less than all of the Warrants evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the Holder Expiration Date, a new Warrant Certificate shall be issued for the remaining number of Warrants evidenced by such Warrant Certificate so surrendered, and the Warrant Agent upon receipt of a written order of the Company is hereby authorized to countersign and deliver the required new Warrant Certificate pursuant to the provisions of Section 2.02 and this Section 3.02. (i) The Company shall use commercially reasonable efforts and take all reasonably necessary action to have the Warrant Shares, as soon as practicable following their issuance upon the exercise of Warrants, (x) listed on each national securities exchange, if any, on which the Common Stock is then listed or to such other person as (y) if the Holder directsCommon Stock is not then listed on any national securities exchange, listed for quotation on any over-the-counter quotation system, if any, on which the Common Stock may then be listed. (j) All Warrant Certificates surrendered upon exercise of Warrants shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by or at the principal office direction of the Company in accordance with applicable law. The Warrant Agent shall: (i) advise an authorized representative of the Company, or such other place as shall to be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed designated by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and by the Company will place a legend end of each day on which Warrants were exercised, of (x) the certificate for such number of shares of Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable issued upon exercise of a Warrant, (y) the delivery of Warrant CertificateCertificates evidencing the balance, if any, of the shares of Common Stock issuable after such exercise of the Warrant and (z) such other information as the Company shall reasonably require; (ii) account promptly to the Company with respect to Warrants exercised and promptly deposit all monies received by the Warrant Agent for the purchase of Warrant Shares through the exercise of Warrants in the account of the Company maintained with the Warrant Agent for such purpose; and (iii) promptly provide to the Company in writing (x) the information set forth in the preceding clause (i) and (y) confirmation of the payment required by the preceding clause (ii). (k) The Warrant Agent shall keep copies of this Warrant Agreement and any notices given or received hereunder, and provide, at the Company's expense, copies thereof to any registered holder reasonably requesting such copy prior to the Expiration Date. (l) In accordance with ARTICLE V, no fractional shares shall be issued upon exercise of any Warrants.

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number on April 1as of the first anniversary of the effective date of the First Amendment, 2003 and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each of the next four anniversaries of such the effective date of the First Amendment (each a "Vesting Date") and will be cumulative; provided, however, that if on any Vesting Date vesting date the number of lives for which the Company no longer serves is providing integrated pharmacy benefit management services under the Services Agreement is less 260,000, then the scheduled vesting for such date will be forfeited. The Warrant Certificates may be exercised only so long as the Company is the exclusive vendor of integrated pharmacy benefit management services for Client, or, if prior to any Vesting Date the Client exercises its rights under Section 3(j) of the Service Agreement, then the scheduled vesting for such date will be forfeited. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) the third month following termination of the Service Agreement or (ii) April 1, 2008 2005 or three months following the termination date of the Services Agreement (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number on April 1as of September 30, 2003 2000, and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each of September 30th thereafter that the next four anniversaries of such date Service Agreement is in effect (each a "Vesting Date") and will be cumulative; provided, however, provided that if on the Service Agreement is terminated for any Vesting Date reason, the Company no longer serves vesting schedule will terminate at that time as well and only that portion of the exclusive vendor of integrated pharmacy benefit management services for Client, or, if Warrant which had vested prior to any Vesting Date the Client exercises its rights under Section 3(j) date of the Service Agreement, then the scheduled vesting for such date termination will be forfeitedconsidered vested and exercisable. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) the third month following termination of the Service Agreement or (ii) April 1September 30, 2008 2006 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.

Exercise of Warrant Certificates. The purchase rights granted hereunder will be exercisable as to twenty percent (20%) of the Total Exercise Number on April 1as of the first anniversary of the effective date of the Services Agreement, 2003 and the right to exercise with respect to an additional twenty percent (20%) of the Total Exercise Number will accrue on each of the next four anniversaries of such the effective date of the Services Agreement (each a "Vesting Date") and will be cumulative; provided, however, that if on any Vesting Date vesting date the number of lives for which the Company no longer serves as the exclusive vendor of is providing integrated pharmacy benefit management services for Client, or, if prior to any Vesting Date under the Client exercises its rights under Section 3(jServices Agreement is less than four (4) of the Service Agreementmillion, then the scheduled vesting for such date will be forfeited. The Warrant Certificates may be exercised only so long as the Company is the exclusive vendor of integrated pharmacy benefit management services for FHS, consistent with and subject to the terms and conditions of the Services Agreement. Except as otherwise provided for herein, the term of the Warrant Certificates and the right to purchase Common Stock as described therein shall commence on the Vesting Date of such Warrant Certificate and will end on the earlier of (i) February 26, 2005 or three months following the third month following termination date of the Service Services Agreement or (ii) April 1, 2008 (the "Exercise Period"). Shares of Common Stock purchased upon exercise of each Warrant Certificate shall at the time of purchase be paid for in full. To the extent that the right to purchase shares has accrued hereunder, the Warrant Certificates may be exercised by written notice to the Company in the form attached to the Warrant Certificates, which specifies an exercise date (the "Date of Exercise"), accompanied by full payment for the shares by wire transfer or certified or official bank check or the equivalent thereof acceptable to Company. Upon the initial exercise of a Warrant Certificate, Client FHS and the Company shall execute and enter into the Stockholders Agreement attached hereto as Exhibit B (the "Stockholders Agreement"). At the time of delivery, the Company shall, without stock transfer tax to the holder of the Warrant Certificate ("Holder"), deliver to the Holder (or to such other person as the Holder directs) at the principal office of the Company, or such other place as shall be mutually agreed upon, a certificate or certificates for such shares, provided, however, that the time of delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. The Company at the time of exercise will require in addition that the registered owner of the shares deliver an executed copy of the Stockholder Agreement, an investment representation in form acceptable to the Company, and the Company will place a legend on the certificate for such Common Stock restricting the transfer of same. At no time shall the Company have any obligation or duty to register under the Securities Act of 1933 (the "1933 Act") the Common Stock issuable upon exercise of a Warrant Certificate.