Common use of Issuance and Exercise of Warrants Clause in Contracts

Issuance and Exercise of Warrants. (a) The Company agrees that it shall issue and deliver to NOR on the Closing Date Warrant Certificates evidencing in the aggregate 381,875 Warrants, each dated the Closing Date and registered in such name or names as NOR may specify by timely written notice to the Company (it being understood that in the absence of such specification the Company shall issue and deliver to NOR a single Warrant Certificate evidencing 381,875 Warrants in the name of NOR). A Warrant may be exercised by NOR or any other Holder only in accordance with the terms and conditions of this Agreement and at any time during the period beginning on the date on which such Warrant becomes exercisable pursuant to SECTION 2(b) hereof and ending on the Termination Date. (b) Each of the 381,875 Warrants shall be immediately exercisable on the date of issuance. (c) Subject to the terms and conditions hereof, Warrants that are exercisable in accordance with this SECTION 2 may be exercised pursuant to this SECTION 2 upon surrender to the Company at its office designated for such purpose (the address of which is set forth in SECTION 13) of the Warrant Certificate or Certificates evidencing the Warrant(s) to be exercised and upon payment to the Company of the aggregate Exercise Price for the number of Warrants which are then exercised. Upon such surrender of Warrant Certificates and payment of the Exercise Price in cash or by check payable to the Company in immediately available funds, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within ten Business Days after such surrender and payment) to or upon the written order of the Holder, and registered in the name of the Holder or as it may otherwise specify, a certificate or certificates for the number of full Warrant Units issuable upon the exercise of such Warrants, together with such other property (including cash) and securities as may then be deliverable upon such exercise, including cash for fractional Warrant Units as provided in SECTION 11, PROVIDED that all such Warrant Units shall be subject to the restrictions set forth in SECTION 5 of this Agreement. Such certificate or certificates shall be deemed to have been issued and the Person so named therein shall be deemed to have become a holder of record of such Warrant Units as of the date of the surrender of such Warrant Certificates. (d) Subject to the terms and conditions hereof, the Warrants shall be exercisable at the election of the Holders thereof, either in full or from time to time in part, and in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrants evidenced by such Warrant Certificate at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION 2(d). All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. The Company shall keep copies of this Agreement and any notices received hereunder available for inspection during normal business hours at its office. The Company will furnish, at its expense, copies of this Agreement and all such notices, upon request, to any Holder of any Warrant Certificates.

Issuance and Exercise of Warrants. (a) The Company agrees that it Buyer shall issue and deliver to NOR on the Closing Date Warrant Certificates evidencing Original Holders at the Effective Time warrants to purchase initially an aggregate of 1,000,000 shares of Buyer Class A Common Stock, such Warrants to be substantially in the aggregate 381,875 Warrants, each dated form to be negotiated between the Closing Date Buyer and registered in such name or names as NOR may specify by timely written notice to the Company as promptly as practicable following the date hereof (herein called the "Warrants" and individually called a "Warrant") and containing terms consistent with this Section 3.5 and the Warrant Assumptions set forth in Exhibit A attached hereto (it being understood that in the absence upon negotiation of such specification the Company shall issue and deliver to NOR a single Warrant Certificate evidencing 381,875 Warrants in the name form of NOR). A Warrant may be exercised by NOR or any other Holder only in accordance with the terms and conditions of this Agreement and at any time during the period beginning on the date on which such Warrant becomes exercisable pursuant to SECTION 2(b) hereof and ending on the Termination Date. (b) Each of the 381,875 Warrants shall be immediately exercisable on the date of issuance. (c) Subject to the terms and conditions hereof, Warrants that are exercisable in accordance with this SECTION 2 may be exercised pursuant to this SECTION 2 upon surrender to the Company at its office designated for such purpose (the address of which is set forth in SECTION 13) of the Warrant Certificate or Certificates evidencing the Warrant(s) to be exercised and upon payment to the Company of the aggregate Exercise Price for the number of Warrants which are then exercised. Upon such surrender of Warrant Certificates and payment of the Exercise Price in cash or by check payable to the Company in immediately available fundsWarrants, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within ten Business Days after such surrender and payment) to or agreed upon the written order of the Holder, and registered in the name of the Holder or as it may otherwise specify, a certificate or certificates for the number of full Warrant Units issuable upon the exercise of such Warrants, together with such other property (including cash) and securities as may then be deliverable upon such exercise, including cash for fractional Warrant Units as provided in SECTION 11, PROVIDED that all such Warrant Units shall be subject to the restrictions set forth in SECTION 5 of this Agreement. Such certificate or certificates form shall be deemed to have been issued become Exhibit A attached hereto). Within five (5) Business Days following the Final Measurement Date, and subject to receipt by Buyer from the Person so named therein applicable Original Holder of a certificate certifying as to whether such person or any of its Permitted Transferees has disposed of any Original Shares and containing all other information regarding such holder reasonably necessary to make the computations referred to in this Section 3.5(a) (the delivery of which certificate shall be deemed to have become a holder of record condition of such person's ability to receive amounts under this Section 3.5(a)), Buyer shall compute, with respect to each Original Holder and each Permitted Transferee of such Original Holder, the "Total Warrant Units Value" for such Original Holder and its Permitted Transferees. The "Total Warrant Value" for any Original Holder and its Permitted Transferees shall be (i) the Warrant Value Amount (as defined below) multiplied by (ii)(x) the 5 11 number of Original Shares issued to such Original Holder in the Merger and held by such Original Holder and its Permitted Transferees on the Final Measurement Date divided by (y) the number of Original Shares issued to all Original Holders in the Merger. The "Warrant Value Amount" shall be the lesser of (i) $20 million or (ii)(x)(A) the Transaction Price multiplied by the aggregate number of Original Shares issued in the Merger plus (B) $20 million minus (y) the Market Value of a share of Buyer Class A Common Stock on the Final Measurement Date multiplied by the aggregate number of Original Shares issued in the Merger. If the Total Warrant Value for any Original Holder and its Permitted Transferees is positive, then such Original Holder and its Permitted Transferees shall be entitled, for a period of five years beginning on the thirtieth day after the Final Measurement Date (the "Warrant Measurement Date"), to exercise their Warrants to purchase shares of Buyer Class A Common Stock. Buyer shall have the right to buy the Warrant held by each Warrant holder, in whole and not in part, by paying the Warrant Value Amount on the Warrant Measurement Date to the holder thereof either in immediately available funds or, except as provided below, in shares of Buyer Class A Common Stock valued at the Market Value per share of Buyer Class A Common Stock as of the date Warrant Measurement Date (but not in a combination of both); provided, however, that Buyer shall not have the surrender of such option set forth above and Buyer shall pay the Warrant CertificatesValue Amount in immediately available funds to each Warrant holder, if Buyer Class A Common Stock is no longer listed on the NYSE or another national securities exchange or automated quotation system. (d) Subject to the terms and conditions hereof, the Warrants shall be exercisable at the election of the Holders thereof, either in full or from time to time in part, and in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrants evidenced by such Warrant Certificate at any time prior to the Termination Date, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this SECTION 2(d). All Warrant Certificates surrendered upon exercise of Warrants shall be canceled. The Company shall keep copies of this Agreement and any notices received hereunder available for inspection during normal business hours at its office. The Company will furnish, at its expense, copies of this Agreement and all such notices, upon request, to any Holder of any Warrant Certificates.