Common use of Agreement of Warrant Certificate Holders Clause in Contracts

Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every other holder of a Warrant Certificate that: (a) transfer of the Warrant Certificates shall be registered on the books of the Company maintained for that purpose by the Company only if surrendered at the Principal Office of the Company, duly endorsed or accompanied by a proper instrument of transfer; and (b) it will not transfer (and the Company shall not be required to register the transfer of) Warrants representing the right to acquire fewer than 100,000 shares of Common Stock (or, if less, the total number of Warrants held by such Warrant holder), except that (i) Odyssey, as the initial holder of the Warrants, may distribute (but the Company shall not be required to register the transfer resulting from such distribution) all or a portion of the Warrants to some or all of its partners and to those employees of Odyssey having an interest in the Warrants (and such partners and employees may transfer all, but not less than all of such Warrants to a third party, and so on) and (ii) as to any Warrants distributed pursuant to the foregoing clause (i), notice by the Company to Odyssey shall be deemed for all purposes hereof to be notice to the ultimate holder of such Warrant, and Odyssey shall satisfy such further notice obligations, if any, that it may have to such holder; (c) in the event that the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants shall be fewer than 25,000, then within 90 days of such date (unless during such 90-day period such Warrants are exercised), the Company shall be entitled to redeem all, but not less than all, of the outstanding Warrants by payment to each holder of a Warrant of an amount in respect of such Warrant equal to the product of (A) the number of shares of Common Stock issuable upon exercise of such Warrants, multiplied by (B) an amount equal to the excess of (x) the Current Market Price for a share of Common Stock on the day preceding the date on which the Company shall give notice of redemption over (y) the Exercise Price for such share (whereupon such Warrants shall be deemed for all purposes hereof to cease to be outstanding); and (d) prior to due presentment for registration of transfer, the Company may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company) for all purposes whatsoever. 9 8

Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate, Certificate by accepting the same, same consents and agrees with the Company and the Warrant Agent and with every other holder of a Warrant Certificate that: (a) transfer the Warrant Certificates are transferable only on the registry books of the Warrant Certificates shall be registered on the books of the Company maintained for that purpose by the Company only Agent if surrendered at the Principal Office principal office of the CompanyWarrant Agent, duly endorsed or accompanied by a proper instrument of transfer; and (b) it will not transfer (the Company and the Company shall not be required to register the transfer of) Warrants representing the right to acquire fewer than 100,000 shares of Common Stock (or, if less, the total number of Warrants held by such Warrant holder), except that (i) Odyssey, as the initial holder of the Warrants, may distribute (but the Company shall not be required to register the transfer resulting from such distribution) all or a portion of the Warrants to some or all of its partners and to those employees of Odyssey having an interest in the Warrants (and such partners and employees may transfer all, but not less than all of such Warrants to a third party, and so on) and (ii) as to any Warrants distributed pursuant to the foregoing clause (i), notice by the Company to Odyssey shall be deemed for all purposes hereof to be notice to the ultimate holder of such Warrant, and Odyssey shall satisfy such further notice obligations, if any, that it may have to such holder; (c) in the event that the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants shall be fewer than 25,000, then within 90 days of such date (unless during such 90-day period such Warrants are exercised), the Company shall be entitled to redeem all, but not less than all, of the outstanding Warrants by payment to each holder of a Warrant of an amount in respect of such Warrant equal to the product of (A) the number of shares of Common Stock issuable upon exercise of such Warrants, multiplied by (B) an amount equal to the excess of (x) the Current Market Price for a share of Common Stock on the day preceding the date on which the Company shall give notice of redemption over (y) the Exercise Price for such share (whereupon such Warrants shall be deemed for all purposes hereof to cease to be outstanding); and (d) prior to due presentment for registration of transfer, the Company Agent may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the CompanyCompany or the Warrant Agent) for all purposes whatsoever, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. (c) Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. 9 8For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 15(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 15(c) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of a Class H or Class I Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 15(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 15(c) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 15(c) to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of a Warrant.

Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every other holder of a Warrant Certificate that: (a) transfer of the Warrant Certificates shall be registered on the books of the Company maintained for that purpose by the Company only if surrendered at the Principal Office of the Company, duly endorsed or accompanied by a proper instrument of transfer; and (b) it will not transfer (and the Company shall not be required to register the transfer of) Warrants representing the right to acquire fewer than 100,000 shares of Common Stock (or, if less, the total number of Warrants held by such Warrant holder), 27 10 except that (i) Odyssey, as the initial holder of the Warrants, may distribute (but the Company shall not be required to register the transfer resulting from such distribution) all or a portion of the Warrants to some or all of its partners and to those employees of Odyssey having an interest in the Warrants (and such partners and employees may transfer all, but not less than all of such Warrants to a third party, and so on) and (ii) as to any Warrants distributed pursuant to the foregoing clause (i), notice by the Company to Odyssey shall be deemed for all purposes hereof to be notice to the ultimate holder of such Warrant, and Odyssey shall satisfy such further notice obligations, if any, that it may have to such holder; (c) in the event that the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants shall be fewer than 25,000, then within 90 days of such date (unless during such 90-day period such Warrants are exercised), the Company shall be entitled to redeem all, but not less than all, of the outstanding Warrants by payment to each holder of a Warrant of an amount in respect of such Warrant equal to the product of (A) the number of shares of Common Stock issuable upon exercise of such Warrants, multiplied by (B) an amount equal to the excess of (x) the Current Market Price for a share of Common Stock on the day preceding the date on which the Company shall give notice of redemption over (y) the Exercise Price for such share (whereupon such Warrants shall be deemed for all purposes hereof to cease to be outstanding); and (d) prior to due presentment for registration of transfer, the Company may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company) for all purposes whatsoever. 9 8.

Agreement of Warrant Certificate Holders. Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every other holder of a Warrant Certificate that: (a) transfer of the Warrant Certificates shall be registered on the books of the Company maintained for that purpose by the Company only if surrendered at the Principal Office of the Company, duly endorsed or accompanied by a proper instrument of transfer; and (b) it will not transfer (and the Company shall not be required to register the transfer of) Warrants representing the right to acquire fewer than 100,000 shares of Common Stock (or, if less, the total number of Warrants held by such Warrant holder), 44 10 except that (i) Odyssey, as the initial holder of the Warrants, may distribute (but the Company shall not be required to register the transfer resulting from such distribution) all or a portion of the Warrants to some or all of its partners and to those employees of Odyssey having an interest in the Warrants (and such partners and employees may transfer all, but not less than all of such Warrants to a third party, and so on) and (ii) as to any Warrants distributed pursuant to the foregoing clause (i), notice by the Company to Odyssey shall be deemed for all purposes hereof to be notice to the ultimate holder of such Warrant, and Odyssey shall satisfy such further notice obligations, if any, that it may have to such holder; (c) in the event that the number of shares of Common Stock issuable upon exercise in full of all outstanding Warrants shall be fewer than 25,000, then within 90 days of such date (unless during such 90-day period such Warrants are exercised), the Company shall be entitled to redeem all, but not less than all, of the outstanding Warrants by payment to each holder of a Warrant of an amount in respect of such Warrant equal to the product of (A) the number of shares of Common Stock issuable upon exercise of such Warrants, multiplied by (B) an amount equal to the excess of (x) the Current Market Price for a share of Common Stock on the day preceding the date on which the Company shall give notice of redemption over (y) the Exercise Price for such share (whereupon such Warrants shall be deemed for all purposes hereof to cease to be outstanding); and (d) prior to due presentment for registration of transfer, the Company may deem and treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants evidenced thereby (notwithstanding any notations of ownership or writing on the Warrant Certificates made by anyone other than the Company) for all purposes whatsoever. 9 8.