WARRANT HOLDER SHALL HAVE THE RIGHT, WHICH MAY BE
EXERCISED DURING THE PERIOD COMMENCING AT THE OPENING OF BUSINESS ON THE
SEPARATION DATE AND UNTIL 5:00 P.M., NEW YORK CITY TIME ON APRIL 15, 2014 (THE
"EXERCISE PERIOD"), TO RECEIVE FROM THE COMPANY THE NUMBER OF FULLY PAID AND
NON-ASSESSABLE WARRANT SHARES WHICH THE HOLDER MAY AT THE TIME BE ENTITLED TO
RECEIVE ON EXERCISE OF SUCH WARRANTS AND PAYMENT OF THE EXERCISE PRICE SPECIFIED
IN THE FORM OF WARRANT CERTIFICATE ATTACHED AS EXHIBIT A (THE "EXERCISE PRICE")
(I) IN CASH, BY WIRE TRANSFER OR BY CERTIFIED OR OFFICIAL BANK CHECK TO THE
ORDER OF THE COMPANY, IN
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EACH CASE, EQUAL TO THE EXERCISE PRICE THEN IN EFFECT FOR SUCH WARRANT SHARES OR
(II) THROUGH CASHLESS EXERCISE WITHOUT A CASH PAYMENT BEING REQUIRED, FOR SUCH
NUMBER OF WARRANT SHARES EQUAL TO THE PRODUCT OF (A) THE NUMBER OF WARRANT
SHARES FOR WHICH SUCH WARRANT IS EXERCISABLE AS OF THE DATE OF EXERCISE (IF THE
EXERCISE PRICE WERE BEING PAID IN CASH) AND (B) A FRACTION, THE NUMERATOR OF
WHICH IS (X) THE FAIR VALUE PER SHARE OF COMMON STOCK ON THE DATE OF EXERCISE
MINUS (Y) THE EXERCISE PRICE PER SHARE AS OF THE DATE OF EXERCISE AND THE
DENOMINATOR OF WHICH IS THE FAIR VALUE PER SHARE ON THE DATE OF EXERCISE;
PROVIDED THAT (I) HOLDERS SHALL BE ABLE TO EXERCISE THEIR WARRANTS ONLY IF A
REGISTRATION STATEMENT RELATING TO THE EXERCISE OF SUCH WARRANT SHARES IS THEN
IN EFFECT, OR THE EXERCISE OF SUCH WARRANTS IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND SUCH SECURITIES ARE QUALIFIED FOR SALE
OR EXEMPT FROM QUALIFICATION UNDER THE APPLICABLE SECURITIES LAWS OF THE STATES
IN WHICH THE VARIOUS HOLDERS OF THE WARRANTS OR OTHER PERSONS TO WHOM IT IS
PROPOSED THAT THE WARRANT SHARES BE ISSUED ON EXERCISE OF THE WARRANTS RESIDE
AND (II) HOLDERS OF REGULATION S WARRANTS SHALL BE ABLE TO EXERCISE THEIR
WARRANTS ONLY AFTER PROVIDING THE REQUIRED CERTIFICATION REFERRED TO IN THE
REGULATION S LEGEND. EACH WARRANT NOT EXERCISED PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON APRIL 15, 2014 (THE "EXPIRATION DATE") SHALL BECOME VOID AND ALL
RIGHTS THEREUNDER AND ALL RIGHTS IN RESPECT THEREOF UNDER THIS AGREEMENT SHALL
CEASE AS OF SUCH TIME.
NO ADJUSTMENTS AS TO DIVIDENDS WILL BE MADE UPON
EXERCISE OF THE WARRANTS.
(B)
IN ORDER TO EXERCISE ALL OR ANY OF THE WARRANTS REPRESENTED BY A
WARRANT CERTIFICATE, THE HOLDER THEREOF MUST DELIVER TO THE WARRANT AGENT AT ITS
OFFICE SET FORTH IN SECTION 15 HEREOF THE WARRANT CERTIFICATE AND THE FORM OF
ELECTION TO PURCHASE ON THE REVERSE THEREOF DULY FILLED IN AND SIGNED, WHICH
SIGNATURE SHALL BE MEDALLION GUARANTEED BY AN INSTITUTION WHICH IS A MEMBER OF A
SECURITIES TRANSFER ASSOCIATION RECOGNIZED SIGNATURE GUARANTEE PROGRAM, AND UPON
PAYMENT TO THE WARRANT AGENT FOR THE ACCOUNT OF THE COMPANY OF THE EXERCISE
PRICE, AS ADJUSTED AS HEREIN PROVIDED, FOR THE NUMBER OF WARRANT SHARES