Common use of Change of Warrant Agent Clause in Contracts

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depository, then the Depository may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agent; but if for any reason it becomes necessary or expedient to have the former warrant agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by after discharging the DepositoryWarrant Agent, then the Depository may apply Company agrees to any court perform the duties of competent jurisdiction for the appointment of Warrant Agent hereunder until a new successor Warrant AgentAgent is appointed. Any successor Warrant Agent appointed hereunder shall executebe a bank or a trust company, acknowledge in good standing, organized under the laws of the United States of America, having at the time of its appointment as Warrant Agent, a combined capital and deliver to surplus of at least five million dollars. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailpublication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Company at least once a week for two consecutive weeks in a newspaper of general circulation in the City of [City] prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, mailed from the Company to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, then with such notice, submit his Warrant for inspection by the Depository Company), then, at the expense of the Company, the Warrant Agent or the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any State or of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $100,000,000. After appointment the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticepublish any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement Agreement, subject to appointment of a successor Warrant Agent in accordance with the terms of this Section 19, upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders holders of the Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository holders of the Warrant Certificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryholder of a Warrant Certificate (who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a nationally recognized entity organized and doing business under the laws of the United States or of the State of New York, acknowledge and deliver in good standing, which is subject to supervision or examination by federal or state authority. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on holders of the registry booksWarrant Certificates. Failure to file or mail such noticegive any notice provided for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailpublication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Company at least once a week for two consecutive weeks in a newspaper of general circulation in the City of New York prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, mailed from the Company to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, then with such notice, submit his Warrant for inspection by the Depository Company), then, at the expense of the Company, the Warrant Agent or the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any State or of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and to surplus of at least [$100,000,000]. After appointment the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticepublish any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 60 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 50 days after such notice of removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository resigning, discharged or removed Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such court, shall be (a) a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act a combined capital and surplus of at least $100,000,000, as set forth in its most recent published annual report of condition or deed (b) an affiliate of a corporation described in clause (a) above. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent hereunder without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent (or in the absence of any immediate successor warrant agent, the Company) shall promptly mail, by first-class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the Warrant Agentsuccessor. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate, then the Depository Warrant Agent or registered holder of any Warrant Certificate may apply apply, at the reasonable expense of the Company, to any court of competent jurisdiction for the appointment of a new successor to the incapacitated Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such appointment hereunder and thereupon such new a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent without any further act whether appointed by the Company or deed by such a court, shall become be a bank or trust company, in good standing, incorporated under the laws of the State of New York or of the United States of America, and having its principal office in the Borough of Manhattan in New York, New York, and must have at the time of its appointment as Warrant Agent a combined capital and surplus of at least one hundred million dollars. After appointment the successor warrant agent shall be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall, upon payment of all amounts owed to it hereunder, deliver and transfer to the successor warrant agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor warrant agent as the successor Warrant Agentcase may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction located in Hartford, Connecticut for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or such a court, shall executebe a bank or trust company, acknowledge in good standing, incorporated under the laws of the United States of America or any state thereof and deliver to having at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $5,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the warrant agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon by giving to the Company 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ advance notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryAgent, then the Depository any holder of Warrants, may apply to any a court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending the appointment of the successor Warrant Agent appointed hereunder warrant agent, the Company shall execute, acknowledge and deliver to perform the duties of the Warrant Agent and to Agent. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deeddeed necessary to facilitate succession. In the event of such resignation or removal, the same successor warrant agent shall be done at mail, first class, to each holder of Warrants, written notice of such removal or resignation and the expense name and address of the Company and shall be legally and validly executed and delivered by the former such successor warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail such noticeany notice provided for in this Section 14.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailmailing such notice to holders at their addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the holders of the Common Stock by registered or certified mail, and to the Depository by first-class mailWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity in capacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or by such appointment hereunder and thereupon such new court, shall be a bank, or trust company or active transfer agent, in good standing, incorporated under the laws of a state of the United States of America. After appointment, the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent all cancelled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided by this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of thesuccessor warrant agent, as the successor Warrant Agentcase may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than thirty (30) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than fifteen (15) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate (in the case of incapacity), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent and to be given to each of the Company an instrument accepting registered holders of the Warrant Certificates at such appointment hereunder and thereupon such new warrant agent without any further act or deed holder's address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such notice, give any notice provided for in this Section 17 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith (each as determined in a final non-appealable judgment by a court of competent jurisdiction)) after giving sixty days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the DepositoryGlobal Warrant Holder (who shall, with such notice, submit his Global Warrant Certificate for inspection by the Company), then the Depository Global Warrant Holder may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor warrant agent. (b) The Warrant Agent appointed hereunder shall execute, acknowledge and deliver may be removed by the Company at any time upon thirty days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed. (c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of Columbia, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus (together with its affiliates) of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to law or to the Company an instrument accepting requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment hereunder and thereupon by the successor warrant agent, such new successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agentdeed; but if for any reason it becomes necessary or expedient to have appropriate, the former predecessor warrant agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor warrant agent all the authority, powers and shall be legally rights of such predecessor warrant agent hereunder; and validly executed and delivered by the former upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Not later than Upon assumption by a successor warrant agent of the effective date duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former predecessor warrant agent, the Global Warrant Agent Holder and each transfer agent for the shares of its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor warrant agent. (d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 6.03(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, the Global Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Global Warrant Certificate so countersigned, and in case at that time the Global Warrant Certificate shall not have been countersigned, any successor to the Warrant Agent may countersign such Global Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases the Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement. (e) In case at any time the name of the Warrant Agent shall be changed and at such time the Global Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Global Warrant Certificate so countersigned; and in case at that time the Global Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Global Warrant Certificate either in its prior name or in its changed name; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become be incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign ----------------------- at any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ 30days' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his, her or its Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall executewarrant agent, acknowledge and deliver to either by the Company or by such court, the duties of the Warrant Agent and to shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company an instrument accepting or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $10,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maildate when removal shall become effective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified notification in writing of such resignation registration or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant Certificate or Certificates for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or such a court, shall executebe a bank or trust Company, acknowledge in good standing, incorporated under the laws of the United States of America or any state thereof and deliver to having at the time of its appointment as Warrant Agent a combined capital and to the Company an instrument accepting surplus of at least $50,000,000. After appointment and acceptance of such appointment hereunder and thereupon such new warrant agent without any further act or deed in writing, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent with out further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailmailing such notice to holders at their addresses appearing on the Warrant Register, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the holders of the Common Stock by registered or certified mail, and to the Depository by first-class mailWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or by such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the State of New York or any other state in the United States of America. After appointment hereunder and thereupon such new the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become ----------------------- incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the Warrant Agentsuccessor. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate, then the Depository Warrant Agent or registered holder of any Warrant Certificate may apply apply, at the reasonable expense of the Company, to any court of competent jurisdiction for the appointment of a new successor to the incapacitated Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such appointment hereunder and thereupon such new a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent without any further act whether appointed by the Company or deed by such a court, shall become be a bank or trust company, in good standing, incorporated under the laws of the State of New York or of the United States of America, and having its principal office in the Borough of Manhattan in New York, New York, and must have at the time of its appointment as Warrant Agent a combined capital and surplus of at least one hundred million dollars. After appointment the successor warrant agent shall be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall, upon payment of all amounts owed to it hereunder, deliver and transfer to the successor warrant agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor warrant agent as the successor Warrant Agentcase may be.

Change of Warrant Agent. (a) The Warrant Agent may resign its duties and be discharged from its all further duties and liabilities under this Warrant Agreement by giving the Company 30 days' written notice. The Warrant Agent may be removed by the Company, at any time, with or without reason, effective upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail' written notice. If the office of Warrant Agent shall resign becomes vacant by reason of resignation, removal, incapacity to act or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, then with such notice, submit his Warrant for inspection by the Depository Company), then, the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a bank or trust company, in good standing, incorporated under the laws of any State or of the United States of America, and have its principle office in the state of Minnesota. Any new Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed hereunder. After appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentWarrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and Agent. The Company shall forthwith mail promptly give notice thereof of any such appointment to the registered Holders at holders of the Warrant Certificates by mail to their addresses as they appear on shown in the registry booksWarrant Register. Failure to file or mail give such notice, notice or any defect therein, therein shall not affect the legality or validity of the appointment of the successor Warrant Agent. (b) Any company into which the Warrant Agent or any new Warrant Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which the Warrant Agent or any new Warrant Agent shall be a party shall be the successor Warrant Agent under this Warrant Agreement without any further act; provided that if such company would not be eligible for appointment as a successor Warrant Agent under the provisions of paragraph (a) of this Section 7.5 the Company shall forthwith appoint a new Warrant Agent in accordance with such provisions. Any such successor Warrant Agent may adopt the prior countersignature of any predecessor Warrant Agent and deliver Warrant Certificates countersigned and not delivered by such predecessor Warrant Agent or may countersign Warrant Certificates either in the name of any predecessor Warrant Agent or the name of the successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository Holders by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by a Holder (who shall, with such notice, submit his Warrant Certificate for inspection by the DepositoryCompany), then the Depository Holder may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a corporation organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on the registry booksHolders. Failure However, failure to file or mail such noticegive any notice provided for in this Section 19, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 60 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 50 days after such notice of removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository resigning, discharged or removed Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company or such court, shall be (a) an instrument accepting such entity, in good standing, organized and doing business under the laws of the United States of America or any state thereof and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act a combined capital and surplus of at least $50,000,000, as set forth in its most recent published annual report of condition or deed (b) an affiliate of an entity described in clause (a) above. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent hereunder without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deeddeed reasonably requested and necessary for such purpose. In the event of such resignation or removal, the same successor warrant agent shall be done at mail, by first-class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the expense name and address of the Company and shall be legally and validly executed and delivered by the former such successor warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ days notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection of the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $100,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; Warrant Agent without further act or deed, but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any for further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the vent of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor as Warrant Agent upon 30 days’ written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate, then the Depository registered holder of any Warrant Certificate or the Warrant Agent may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed hereunder shall executewithin thirty (30) days of such removal, acknowledge and deliver the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent and need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 11, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed sent to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mailCompany. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailStock, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a corporation organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 19, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving the Company at least 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' prior notice in writing, mailed and by mailing notice in writing to the registered holders at their addresses appearing on the Warrant Register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the registered holders of the Common Stock by registered or certified mail, and to the Depository by first-class mailWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his Warrant certificate for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe registered and otherwise authorized to serve as a transfer agent pursuant to the Securities Exchange Act of 1934, acknowledge and deliver to as amended. If at any time the Warrant Agent shall cease to be eligible in accordance with the provisions of this Section 16, it shall resign immediately in the manner and to with the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed effect specified in this Section 16. After acceptance in writing of the appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date Upon request of any such appointmentsuccessor Warrant Agent, the Company shall file notice thereof with the former make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such powers, rights, duties and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksresponsibilities. Failure to file or mail such noticeany notice provided in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and by giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository may apply Company agrees to any court of competent jurisdiction for perform the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder until a successor Warrant Agent is appointed. Upon any such termination, Warrant Agent shall be relieved and discharged of any further responsibilities with like respect to its duties hereunder. After appointment of a successor Warrant Agent and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient deed and, upon payment to have the former warrant agent Warrant Agent of all outstanding fees and the reimbursements of expenses incurred hereunder, the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file delivery or mail such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agenttransfer.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ by providing both (i) written notice in writing mailed to Dura and (ii) written notice, sent at the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders Company's expense by first-class mail. The Company may remove , postage prepaid, to each Holder at such Holder's address appearing in the Warrant Agent or any successor Warrant Agent upon 30 days’ Register, which notice in writing, mailed shall specify a date when such resignation shall take effect and shall be sent at least two weeks prior to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Dura shall appoint a successor to the Warrant Agentthereto. If the Company Dura shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing receiving written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryany Holder (which Holder shall, with such notice, submit Warrant Certificates held thereby for inspection by Dura), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to the Warrant Agent, either by Dura or by a court, the duties of the Warrant Agent shall be carried out by Dura. After such appointment, the successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the such powers, rights, powers, duties and responsibilities of as such Warrant Agent would have been vested had such Warrant Agent been named originally as Warrant Agent hereunder, without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by such former Warrant Agent hereunder with like effect as if it had been named as warrant agent; but if for any reason it becomes necessary or expedient to have the former warrant agent and shall execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdeed necessary therefor. Failure to file or mail such noticeprovide any notice called for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ by providing both (i) written notice in writing mailed to Dura and (ii) written notice, sent at the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders Company's expense by first-class mail. The Company may remove , postage prepaid, to each Holder at such Holder's address appearing in the Warrant Agent or any successor Warrant Agent upon 30 days’ Register, which notice in writing, mailed shall specify a date when such resignation shall take effect and shall be sent at least two weeks prior to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Dura shall appoint a successor to the Warrant Agentthereto. If the Company Dura shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing receiving written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryany Holder (which Holder shall, with such notice, submit Warrant Certificates held thereby for inspection by Dura), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to the Warrant Agent, either by Dura or by a court, the duties of the Warrant Agent shall be carried out by Dura. After such appointment, the successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the such powers, rights, powers, duties and responsibilities of as such Warrant Agent would have been vested had such Warrant Agent been named originally as Warrant Agent hereunder, without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by such former Warrant Agent hereunder with like effect as if it had been named as warrant agent; but if for any reason it becomes necessary or expedient to have the former warrant agent and shall execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdeed necessary therefor. Failure to file or mail such noticeprovide any notice called for in this Section 17, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailpublication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Denver, Colorado and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maillike publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his warrant for inspection by the Company), then the Depository registered holder of a Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or by such appointment hereunder a court, shall be a bank or trust company having its principal office, and thereupon such new having capital and surplus as shown by its last published report to its stockholders, of at least $1,000,000. After appointment, the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticepublish any notice provided for in this section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then any Holder or the Depository removed, resigning or incapacitated Warrant Agent may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice in writing and sent, postage prepaid, by first-first class mail. The Company may remove mail to each registered holder of a Warrant at such holder's address appearing in the Warrant Agent or any successor Warrant Agent upon 30 days’ Register, specifying a date when such resignation shall take effect, which notice in writing, mailed shall be sent at least two weeks prior to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Notwithstanding any provision to the contrary contained herein, the removal or resignation of the Warrant Agent will be effective upon the expiration of the applicable notice period, and in the event a successor has not then been appointed, the Company shall assume the role of Warrant Agent until such time as a successor Warrant Agent has been appointed in accordance with the terms of this Agreement. Any successor Warrant Agent appointed hereunder shall executebe (a) a corporation organized and doing business under the laws of the United States or of any state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital surplus of at least twenty million dollars ($20,000,000) or (b) an affiliate of a corporation described in clause (a) of this sentence. The Company shall cause written notice to be delivered to the registered holders of Warrants notifying such holders of the name and address of any successor Warrant Agent. After appointment the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 10 days’ notice in writing mailed sent to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mailCompany. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 10 days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailStock, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 10 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a corporation organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign at ----------------------- any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first30-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his, her or its Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall executewarrant agent, acknowledge and deliver to either by the Company or by such court, the duties of the Warrant Agent and to shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company an instrument accepting or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $10,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 60 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository any Warrant Holder may apply to any court a Court of competent jurisdiction jurisdiction, for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to the Warrant Agent, either by the Company or such Court, the Company shall carry out the duties of the Warrant Agent. After appointment, the successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and by giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository may apply Company agrees to any court of competent jurisdiction for perform the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with like effect the same powers, rights, duties and responsibilities as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. However, if the Warrant Agent, in good faith, believes that any exercise, issuance or any other breach of the provisions of this agreement or its any other contract it has with the Company may be in violation of any rule or law, or pose any breach of its fidelity, fiduciary or ethical standards, the Warrant Agent may resign immediately without a 30 day notice to the Company.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailpublication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at least once a week for two consecutive weeks in a newspaper of general circulation in Denver, Colorado and New York, New York, prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maillike publication. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the Depository registered holder of a Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or by such appointment hereunder a court, shall be a bank or trust company having its principal office, and thereupon such new having capital and surplus as shown by its last published report to its stockholders, of at least $1,000,000. After appointment, the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticepublish any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a corporation organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository any Warrant Holder may apply to any court of competent jurisdiction the District Court for Salt Lake County, Utah for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such Court, shall executebe a bank or a trust company, acknowledge in good standing, organized under the laws of the State of Utah or of the United States of America, having its principal office in Salt Lake City, Utah and deliver to having at the time of its appointment as Warrant Agent, a combined capital and surplus of at least four million dollars. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' prior notice in writing mailed to the Company and to each transfer agent of the Common Stock mailed, by registered or certified mail, and to the Holders by first-class mailCompany. The Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon 30 days’ ' prior notice in writing, mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Class A Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryAgent, then the Depository may apply Company agrees to any court of competent jurisdiction for perform the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with like effect the same powers, rights, duties and responsibilities as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 60 days’ notice in writing mailed sent to the Company and, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Common Stock, to each transfer agent of the Common Stock by registered or certified mailknown to the Warrant Agent, and to the Holders by first-class mailof the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice prescribed in this Section 17. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailStock, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe an entity organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise stock transfer powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent (along with its affiliates) a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deeddeed necessary for the purpose; provided, that, such predecessor Warrant Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentforegoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail send a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each known transfer agent of the Common Stock by overnight delivery, registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by overnight delivery, registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depository, then the Warrant Agent or the Depository may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agent; but if for any reason it becomes necessary or expedient to have the former warrant agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders holders at their addresses as they appear on the registry books. Failure to file or mail such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agent. Upon any such termination, the Warrant Agent shall be relieved and discharged of any further responsibilities with respect to its duties, responsibilities and obligations hereunder. Upon payment of all outstanding fees and expenses hereunder, the Warrant Agent shall promptly forward to the Company or its designee any and all property or documentation relative to the Warrants and the holders thereof and documents relating to the Warrants or the holders thereof that the Warrant Agent may receive after its appointment has so terminated.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from ----------------------- its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any holder (who shall with such notice submit his Series A Warrant for inspection by the DepositoryCompany), then any holder or the Depository resigning or removed Warrant Agent may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property, documents and records at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailpublication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Company at least once a week for two consecutive weeks in a newspaper of general circulation in the City of New York prior to the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, mailed from the Company to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, then with such notice, submit his Warrant for inspection by the Depository Company), then, at the expense of the Company, the Warrant Agent or the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any State or of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyanceconveyanc, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticepublish any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. (i) The Warrant Agent may resign its duties and be discharged from its all further duties under this Agreement upon and liabilities hereunder after giving 30 days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any holder of Warrants (who shall, with such notice, submit his Warrant Certificate for inspection by the DepositoryCompany), then the Depository holder of any Warrants may apply to any court of competent jurisdiction for the appointment of a new successor Warrant Agent. (ii) The Warrant Agent may be removed by the Company at any time upon 30 days’ written notice to the Warrant; provided, however, that the Company shall not be required to remove the Warrant Agent until a successor Warrant Agent meeting the qualifications hereof shall have been appointed. In no event shall the Warrant Agent be required to continue to perform hereunder for more than 30 days following the notice indicated in this Section 7(h). (iii) Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be (A) a Person organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of Columbia, and authorized under such laws to exercise shareholder services powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $50,000,000 or (B) an Affiliate of such person described in clause (A). The combined capital and surplus of any such successor Warrant Agent appointed hereunder shall execute, acknowledge be deemed to be the combined capital and deliver surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agentdeed; but if for any reason it becomes necessary or expedient to have appropriate, the former warrant agent predecessor Warrant Agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor Warrant Agent all the authority, powers and shall be legally rights of such predecessor Warrant Agent hereunder; and validly executed and delivered by the former warrant agent. Not later than the effective date upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor Warrant Agent of the duties and responsibilities hereunder, the predecessor Warrant Agent shall deliver and transfer, at the expense of the Company, to the successor Warrant Agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former predecessor Warrant Agent Agent, the Holders of Warrants and each transfer agent for the shares of its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agent. (iv) Any Person into which the Warrant Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Warrant Agent shall be a party, shall be the successor Warrant Agent under this Warrant Agreement without any further act. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement. (v) In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its all further duties and liabilities under this Agreement upon 30 days’ notice in writing mailed (except liabilities arising as a result of the Warrant Agent's own negligence or bad faith) by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ thirty days prior notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment as Warrant agent a combined capital and surplus of a least $50,000,000, or a stock transfer company. After acceptance in writing of such appointment hereunder and thereupon such new warrant is received by the Company, the successor agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant Warrant Agent shall deliver and transfer to the successor Warrant agent any property at the time held by it hereunder, and legally and validly execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksthat purpose. Failure to file or mail such noticeany notice provided for in this Section 17, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentagent, as the case may be. In the event of such resignation or removal, the successor Warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such resignation or removal and the name and address of such successor Warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving the Company at least 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' prior notice in writing, mailed and by mailing notice in writing to the registered holders at their addresses appearing on the Warrant Register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to each transfer agent the registered holders of the Common Stock by registered or certified mail, and to the Depository by first-class mailWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his Warrant certificate for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe registered and otherwise authorized to serve as a transfer agent pursuant to the Securities Exchange Act of 1934, acknowledge and deliver to as amended. If at any time the Warrant Agent shall cease to be eligible in accordance with the provisions of this Section 16, it shall resign immediately in the manner and to with the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed effect specified in this Section 16. After acceptance in writing of the appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date Upon request of any such appointmentsuccessor Warrant Agent, the Company shall file notice thereof with the former make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such powers, rights, duties and each transfer agent for the Common Stock------------------------------------- Troop Meisxxxxx Xxxuxxx & Xasixx, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agent.xxp

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon after giving 30 days’ days prior written notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mailCompany. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Company by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the office of Warrant Agent shall resign becomes vacant by resignation, removal, incapacity to act, or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant AgentAgent (which may be the Company). If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate, then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent whether appointed hereunder by the Company or by such a court shall executebe a bank or trust company, acknowledge in good standing, incorporated under the laws of the United States of America or of a state of the United States of America, and deliver to must have at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $500,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same purpose. The Company shall be done at the expense cause notice of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date appointment of any such appointment, the Company shall file notice thereof with the former successor Warrant Agent and to be mailed by first-class mail, postage prepaid, to each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders holder of a Warrant Certificate at their addresses as they appear his address appearing on the registry booksWarrant Register. Failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not not, however, affect the legality or validity of the appointment of the a successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' prior notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon 30 thirty (30) days’ ' prior notice in writing, mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within fifteen (15) days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 fifteen (15) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryAgent, then (i) the Depository Company agrees to perform the duties of the Warrant Agent hereunder and (ii) the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agentwarrant agent. Any After appointment, the successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentagent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 21, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then any holder or the Depository resigning or removed Warrant Agent may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the DepositoryGlobal Warrantholder or Beneficial Owners and Warrantholders representing a majority of the Warrants at the time outstanding, then the Depository Global Warrantholder or Beneficial Owners and Warrantholders representing a majority of the Warrants at the time outstanding may apply to any court of competent jurisdiction for the appointment of appoint a new Warrant Agent. Any successor warrant agent. (b) The Warrant Agent appointed hereunder shall execute, acknowledge and deliver may be removed by the Company at any time upon thirty days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 7.02. (c) Any successor warrant agent, whether appointed by the Company or by the Global Warrantholder or Beneficial Owners and Warrantholders, as applicable, shall be a corporation or banking association organized, in good standing and doing business under the Laws of the United States of America or any state thereof or the District of Columbia, and authorized under such Laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the Company an instrument accepting requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment hereunder and thereupon by the successor warrant agent, such new successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agent; deed; but if for any reason it becomes necessary or expedient to have appropriate, the former predecessor warrant agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor warrant agent all the authority, powers and shall be legally rights of such predecessor warrant agent hereunder; and validly executed and delivered by the former upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Not later than Upon assumption by a successor warrant agent of the effective date duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former Warrant Agent predecessor warrant agent, the Global Warrantholder and each transfer agent for the its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksShares. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor warrant agent. (d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.01(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificate so countersigned, and in case at that time any Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificate shall have the full force provided in the Warrant Certificate and in this Warrant Agreement. (e) In case at any time the name of the Warrant Agent shall be changed and at such time any Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificate so countersigned; and in case at that time any Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificate either in its prior name or in its changed name; and in all such cases such Warrant Certificate shall have the full force provided in the Warrant Certificate and in this Warrant Agreement.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 60 days’ ' notice in writing mailed to the Company PetroFina and to each transfer agent of the Common Stock PetroFina ADSs by registered or certified mail, and to the Holders holders of the Warrant Certificates by first-class mail. The Company PetroFina may remove the Warrant Agent or any successor Warrant Agent upon 30 60 days’ ' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock PetroFina ADSs by registered or certified mail, and to the Depository holders of the Warrant Certificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company PetroFina shall appoint a successor to the Warrant Agent. If the Company PetroFina shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryholder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by PetroFina), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by PetroFina or by a court, shall executebe a corporation organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, the Company PetroFina shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common StockPetroFina ADSs, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on holders of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for 18 56 in this Section 20, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maildate when removal shall become effective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified notification in writing of such resignation registration or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit its Warrant Certificate or Certificates for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or such a court, shall executebe a bank or trust Company, acknowledge in good standing, incorporated under the laws of the United States of America or any state thereof and deliver to having at the time of its appointment as Warrant Agent a combined capital and to the Company an instrument accepting surplus of at least $100,000,000. After appointment and acceptance of such appointment hereunder and thereupon such new warrant agent without any further act or deed in writing, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; Warrant Agent with out further act or deed, but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and shall execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed sent to the Company and to each transfer agent of the Common Stock by registered or certified mailShares (if known to the Warrant Agent), and to the Holders by first-class mailof the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ ' notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailShares, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit this Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a entity organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Company or successor Warrant Agent, as the case may be, any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed, deed necessary for the same shall be done purpose at the Company's expense of and without further liability to the Company and shall be legally and validly executed and delivered by the former warrant agentWarrant Agent. Not later than the effective date of any such appointment, or assumption of the Warrant Agent's role by the Company, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, Shares and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign ----------------------- and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository resigning or removed Warrant Agent or any holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $250,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice in writing and sent, postage prepaid, by first-first class mail. The Company may remove mail to each registered holder of a Warrant at such holder's address appearing in the Warrant Agent or any successor Warrant Agent upon 30 days’ Register, specifying a date when such resignation shall take effect, which notice in writing, mailed shall be sent at least two weeks prior to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Notwithstanding any provision to the contrary contained herein, the removal or resignation of the Warrant Agent will be effective upon the expiration of the applicable notice period, and in the event a successor has not then been appointed, the Company shall assume the role of Warrant Agent until such time as a successor Warrant Agent has been 14 appointed in accordance with the terms of this Agreement. Any successor Warrant Agent appointed hereunder shall executebe (a) a corporation organized and doing business under the laws of the United States or of any state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital surplus of at least twenty million dollars ($20,000,000) or (b) an affiliate of a corporation described in clause (a) of this sentence. The Company shall cause written notice to be delivered to the registered holders of Warrants notifying such holders of the name and address of any successor Warrant Agent. After appointment the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and by giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by after discharging the DepositoryWarrant Agent, then the Depository may apply Company agrees to any court of competent jurisdiction for perform the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder until a successor Warrant Agent is appointed. Upon any such termination, Warrant Agent shall be relieved and discharged of any further responsibilities with like respect to its duties hereunder. After appointment of a successor Warrant Agent and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and, upon payment of all outstanding fees and expenses hereunder, the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty (60) days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the DepositoryGlobal Warrantholder or Beneficial Owners and Warrantholders representing a majority of the Warrants at the time outstanding, then the Depository Global Warrantholder or Beneficial Owners and Warrantholders representing a majority of the Warrants at the time outstanding may apply to any court of competent jurisdiction for the appointment of appoint a new Warrant Agent. Any successor warrant agent. (b) The Warrant Agent appointed hereunder shall execute, acknowledge and deliver may be removed by the Company at any time upon thirty (30) days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 7.02. (c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the Laws of the United States of America or any state thereof or the District of Columbia, and authorized under such Laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the Company an instrument accepting requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment hereunder and thereupon by the successor warrant agent, such new successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agentdeed; but if for any reason it becomes necessary or expedient to have appropriate, the former predecessor warrant agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor warrant agent all the authority, powers and shall be legally rights of such predecessor warrant agent hereunder; and validly executed and delivered by the former upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Not later than Upon assumption by a successor warrant agent of the effective date duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former Warrant Agent predecessor warrant agent, the Global Warrantholder and each transfer agent for the its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksShares. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor warrant agent. (d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.01(c). In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any Global Warrant Certificate shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Global Warrant Certificate so countersigned, and in case at that time any Global Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Global Warrant Certificate either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement. (e) In case at any time the name of the Warrant Agent shall be changed and at such time any Global Warrant Certificate shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Global Warrant Certificate so countersigned; and in case at that time any Global Warrant Certificate shall not have been countersigned, the Warrant Agent may countersign such Global Warrant Certificate either in its prior name or in its changed name; and in all such cases such Global Warrant Certificate shall have the full force provided in the Global Warrant Certificate and in this Warrant Agreement.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties ------------------------ under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository any Warrant Holder may apply to any court of competent jurisdiction the District Court for Denver County, Colorado, for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such Court, shall executebe a bank or a trust company, acknowledge in good standing, organized under the laws of the State of Colorado or of the United States of America, having its principal office in Denver, Colorado and deliver to having at the time of its appointment as Warrant Agent, a combined capital and surplus of at least four million dollars. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its position as such and be discharged from its all further duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent liabilities hereunder (except liability arising as a result of the Common Stock by registered Warrant Agent's own negligence or certified mailwillful misconduct), and after giving one month's prior written notice to the Holders by first-class mailHoldings. The Company Holdings may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ one month's written notice in writingspecifying the date when such discharge shall take effect, mailed to and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Holdings shall cause to be mailed to each Holder of a Warrant a copy of said notice of resignation or successor Warrant Agentnotice of removal, as the case may be, and to each transfer agent of the Common Stock by registered . Upon such designation or certified mail, and to the Depository by first-class mailremoval Holdings shall appoint in writing a new warrant agent. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company Holdings shall fail to make such appointment within a period of 30 calendar days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryafter such removal, then the Depository Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Pending appointment of a successor to the original Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to either by Holdings or by such a court, the duties of the Warrant Agent shall be carried out by Holdings. Any new warrant agent, whether appointed by Holdings or by such a court, shall be a bank (or subsidiary thereof) or trust company doing business under the laws of the United States or any state thereof, in good standing and to the Company an instrument accepting such appointment hereunder having a combined capital and thereupon surplus of not less than $50,000,000. The combined capital and surplus of any such new warrant agent without any further act shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such warrant agent prior to its appointment; provided that such reports are published at least annually pursuant to law or deed to the requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment by the new warrant agent, it shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named herein as warrant agentthe Warrant Agent, without any further assurance, conveyance, act or deed; but however, the original Warrant Agent shall in all events deliver and transfer to the successor Warrant Agent all property, if any, at the time held hereunder by the original Warrant Agent and if for any reason it becomes shall be necessary or expedient to have the former warrant agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company Holdings and shall be legally and validly executed and delivered by the former warrant agentresigning or removed Warrant Agent. Not later than the effective date of any such appointment, the Company Holdings shall file notice thereof with the former resigning or removed Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail cause a copy of such notice thereof to be mailed to each Holder of a Warrant at the registered Holders at their addresses as they appear on the registry bookscost and expense of Holdings. Failure to file or mail such noticegive any notice provided for in this Section 8.5, however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the successor Warrant Agentcase may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed Agreement, except liabilities arising as a result of the Warrant Agent's own gross negligence, wilful misconduct or bad faith, by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailmailing such notice to the holders at their respective addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and the like mailing of notice to each transfer agent the holders of the Common Stock by registered or certified mail, and to the Depository by first-class mailWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingaction, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 twenty (20) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or after the Company has received such notice from a registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the DepositoryCompany), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge in good standing, incorporated under New York or federal law, having a capital and deliver surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect responsibility as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act assurance or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent conveyance necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksthis purpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and may be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant (who shall with such notice submit his Warrant for inspection by the Company), then the Depository Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or such a court, shall executebe a bank or trust company in good standing, acknowledge incorporated under the laws of the United States of America or any state thereof and deliver to having at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurancereassurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the vent of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 60 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository any Warrant Holder may apply to any court a Court of competent jurisdiction jurisdiction, for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to the Warrant Agent, either by the Company or such Court, the Company shall carry out the duties of the Warrant Agent. After appointment, the successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and [COMPUTERSHARE LOGO] execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by after discharging the DepositoryWarrant Agent, then the Depository may apply Company agrees to any court perform the duties of competent jurisdiction for the appointment of Warrant Agent hereunder until a new successor Warrant AgentAgent is appointed. Any successor Warrant Agent appointed hereunder shall executebe a bank or a trust company, acknowledge in good standing, organized under the laws of the United States of America, having at the time of its appointment as Warrant Agent, a combined capital and deliver to surplus of at least five million dollars (U.S.$5,000,000). After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed sent to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mailCompany. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailcommon shares, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a corporation organized and doing business under the laws of the United States or of a state thereof, acknowledge in good standing, which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stockcommon shares, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 19, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailmailing such notice to the holders at their addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and the like mailing of notice to each transfer agent the holders of the Common Stock by registered or certified mail, and to the Depository by first-class mailWarrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or after the Company has received such notice from a registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the DepositoryCompany), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under New York, Nevada or federal law. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent all cancelled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act assurance or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent conveyance necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant (who shall with such notice submit his Warrant for inspection by the Company), then the Depository Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such appointment hereunder and thereupon such new a court, shall be a bank, trust company or securities transfer agency, in good standing, incorporated under the laws of the States of Delaware, Nevada or Utah or any other jurisdiction within the United States of America. After appointment, the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powersduties, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Depositoryany Warrant Holder, then the Depository Warrant Holders (pursuant to a proper vote or consent of 50.00% of the Warrants) may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor warrant agent. (b) The Warrant Agent appointed hereunder shall execute, acknowledge and deliver may be removed by the Company at any time upon sixty days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 7.04. (c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the Laws of the United States of America or any state thereof or the District of Columbia, and authorized under such Laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the Company an instrument accepting requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment hereunder and thereupon by the successor warrant agent, such new successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agentdeed; but if for any reason it becomes necessary or expedient to have appropriate, the former predecessor warrant agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor warrant agent all the authority, powers and shall be legally rights of such predecessor warrant agent hereunder; and validly executed and delivered by the former upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Not later than Upon assumption by a successor warrant agent of the effective date duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former predecessor warrant agent, each Warrant Agent Holder and each transfer agent for the its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksShares. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor warrant agent. (d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.03(c).

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant AgentCompany, as the case may be, and giving notice in writing to each transfer agent of the Common Stock by registered or certified mailother, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the Depository by first-class maildate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the DepositoryWarrant Agent, then the Depository any Warrant Holder may apply to any court of competent jurisdiction the District Court for Denver County, Colorado, for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such Court, shall executebe a bank or a trust company, acknowledge in good standing, organized under the laws of the State of Colorado or of the United States of America, having its principal office in Denver, Colorado and deliver to having at the time of its appointment as Warrant Agent, a combined capital and surplus of at least four million dollars. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for any reason it becomes necessary Warrant Agent without further act or expedient to have deed and the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for effecting the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksdelivery or transfer. Failure to file or mail such noticegive any notice provided for in this section, however, or any defect therein, shall not affect the legality or validity of the resignation or remover of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith) after giving sixty days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the Depositoryany Warrant Holder, then the Depository Warrant Holders (pursuant to a proper vote or consent of 50.00% of the Warrants) may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor warrant agent. (b) The Warrant Agent appointed hereunder shall execute, acknowledge and deliver may be removed by the Company at any time upon sixty days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 7.04. (c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the Laws of the United States of America or any state thereof or the District of Columbia, and authorized under such Laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the Company an instrument accepting requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment hereunder and thereupon by the successor warrant agent, such new successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agentdeed; but if for any reason it becomes necessary or expedient to have appropriate, the former predecessor warrant agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor warrant agent all the authority, powers and shall be legally rights of such predecessor warrant agent hereunder; and validly executed and delivered by the former upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Not later than Upon assumption by a successor warrant agent of the effective date duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former predecessor warrant agent, each Warrant Agent Holder and each transfer agent for the its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksShares. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor warrant agent. (d) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor warrant agent under Section 7.03(c). (e) Reserved.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail30 days notice in -14- 15 writing. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $100,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; Warrant Agent without further act or deed, but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any for further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall executewarrant agent, acknowledge and deliver to either by the Company or by such court, the duties of the Warrant Agent and to shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company an instrument accepting or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $100,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have but (a) the former Warrant Agent shall be entitled to the benefit of the provisions of Section 10 with respect to actions or omissions while it was the Warrant Agent and (b) the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 11, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ days notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder or a Warrant (who shall with such notice submit his Warrant for inspection by the Company), then the Depository Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or such a court, shall executebe a bank, acknowledge and deliver to trust company, or securities transfer agency, in good standing, incorporated under the laws of the states of California, Delaware, New Jersey, New York, Nevada or Utah or of the United States of America. After appointment the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powersduties, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this section 16; however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed sent to the Company and, and in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Common Stock, to each transfer agent of the Common Stock by registered or certified mailknown to the Warrant Agent, and to the Holders by first-class mailof the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice prescribed in this Section 17. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailStock, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any After appointment, the successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deeddeed necessary for the purpose; provided, that, such predecessor Warrant Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentforegoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail send a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the Warrant Agentsuccessor. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate, then the Depository Warranty Agent or registered holder of any Warrant Certificate may apply apply, at the reasonable expense of the Company, to any court of competent jurisdiction for the appointment of a new successor to the incapacitated Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such appointment hereunder and thereupon such new a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent without any further act whether appointed by the Company or deed by such a court, shall become be a bank or trust company, in good standing, incorporated under the laws of the State of New York or of the United States of America, and having its principal office in the Borough of Manhattan in New York, New York, and must have at the time of its appointment as Warrant Agent a combined capital and surplus of at least one hundred million dollars. After appointment the successor warrant agent shall be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall, upon payment of all amounts owed to it hereunder, deliver and transfer to the successor warrant agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor warrant agent as the successor Warrant Agentcase may be.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence, willful misconduct or bad faith) after giving 30 days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent of the Common Stock by registered or certified mailshall, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed accept as sufficient. At least 15 days prior to the Warrant Agent or successor Warrant Agentdate such resignation is to become effective, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign cause a copy of such notice of resignation to be mailed to the registered holder of each Warrant Certificate. If the office of the Warrant Agent becomes vacant by resignation or be removed incapacity to act or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of any Warrant Certificate, then the Depository Warrant Agent or the registered holder of any Warrant Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Warrant Agent. . (b) The Warrant Agent may be removed by the Company at any time upon 30 days’ written notice to the Warrant Agent; provided, that the Warrant Agent shall not be removed until a successor Warrant Agent meeting the qualifications hereof shall have been appointed. (c) Any successor Warrant Agent, whether appointed by the Company or by a court, shall be a corporation or banking association organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of Columbia, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus of not less than $10,000,000. The combined capital and surplus of any such successor Warrant Agent appointed hereunder shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment pursuant to law or to the requirements of a federal or state supervising or examining authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further assurance, conveyance, act or deed; provided, however, that in no event shall any successor Warrant Agent be liable for any breach, default or failure of performance by the predecessor Warrant Agent of any covenant or obligation under this Agreement existing on the date the successor Warrant Agent assumes authority pursuant to this Section 7.02. If for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to the more fully and effectively vest in and confirm to such successor Warrant Agent and to the Company an instrument accepting all such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rightsauthority, powers, rights, immunities, duties and obligations. Upon assumption by a successor Warrant Agent of the duties and responsibilities hereunder, the predecessor Warrant Agent shall, upon payment of its charges hereunder, deliver and transfer, at the expense of the Company, to the successor Warrant Agent any property at the time held by it hereunder with like effect as if it had been named as warrant agent; but and, if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentWarrant Agent. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file give notice thereof with to the former predecessor Warrant Agent Agent, the registered holders of the Warrants and each transfer agent for the shares of its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry books. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agent. (d) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, or any corporation or banking association succeeding to all or substantially all the stock transfer business of the Warrant Agent, meeting the requirements for successor Warrant Agents under Section 7.02(c) hereunder (including execution of an instrument to assume the duties and responsibilities of a Warrant Agent hereunder), shall be the successor Warrant Agent under this Agreement without any further act, provided that such corporation is eligible for appointment as a successor to the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed to the Company and to the registered holder of each Warrant Certificate. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement. (e) In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

Change of Warrant Agent. A. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ by giving to the Trust notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mailwriting, and to the Holders holders of the Warrants notice by first-class mailpublication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the expense of the Trust at least once a week for two consecutive weeks in a newspaper of general circulation in the City of [New York] before the date so specified. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by the Trust by like notice in writing, mailed from the Trust to the Warrant Agent or successor Warrant Agent, as and the case may be, and to each transfer agent holders of Warrants at the expense of the Common Stock by registered or certified mail, and to the Depository by first-class mailTrust. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Trust shall appoint a successor to the Warrant Agent. If the Company Trust shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, then with such notice, submit his Warrant for inspection by the Depository Trust), then, at the expense of the Trust, the Warrant Agent or the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Trust or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any State or of the United States of America, having at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After, appointment the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it originally had been named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former warrant agent Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticepublish any notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. B. If at any time the Warrant Agent shall be adjudged a bankrupt or insolvent, or shall file a petition seeking relief under any applicable Federal or State bankruptcy or insolvency law or similar law, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver, conservator or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or to meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of any applicable Federal or State bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as set forth in subparagraph 15.A. above, shall be appointed by the Trust by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as herein provided of a successor Warrant Agent and acceptance by the latter of such appointment, the Warrant Agent so superseded shall cease to be Warrant Agent under this Agreement.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than _________ (___) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than __________ (___) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 ____________ (___) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate (in the case of incapacity), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent and to be given to each of the Company an instrument accepting registered holders of the Warrant Certificates at such appointment hereunder and thereupon such new warrant agent without any further act or deed holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such notice, give any notice provided for in this Section 17 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign at any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall executewarrant agent, acknowledge and deliver to either by the Company or by such court, the duties of the Warrant Agent and to shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company an instrument accepting or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $10,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mailnotice in writing, and to the Holders holders of the Warrants notice by first-class mailmailing such notice to the holders at their addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ may be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and to each transfer agent by like mailing of the Common Stock by registered or certified mail, and notice to the Depository by first-class mailholders of Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the Depository registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or by such appointment hereunder and thereupon such new a court, shall be a bank or trust company, in good standing, incorporated under the laws of any state in the United States of America. After appointment, the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent all cancelled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than 60 days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board of Directors of the Company shall by resolution remove the Warrant Agent (such removal to become effective not earlier than 30 days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate (in the case of incapacity), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent and to be given to each of the Company an instrument accepting registered holders of the Warrant Certificates at such appointment hereunder and thereupon such new warrant agent without any further act or deed holder's address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such notice, give any notice provided for in this Section 18 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ days notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any successor Warrant Agent warrant agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $100,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; Warrant Agent without further act or deed, but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any for further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from its all further duties under this Agreement upon and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence or willful misconduct), after giving 30 days’ prior written notice in writing mailed to the Company Company, upon (but only upon) a duly appointed successor Warrant Agent having been appointed and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mailhaving accepted such appointment in writing. The Company may remove the Warrant Agent upon not less than 30 days’ prior written notice specifying the date when such discharge shall take effect, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence or any willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent upon 30 days’ notice having been appointed and having accepted such appointment in writing. The Company shall cause to be mailed, mailed at the expense of the Company, to the Warrant Agent each Holder a copy of said notice of resignation or successor Warrant Agentnotice of removal, as the case may be, and to each transfer agent of the Common Stock by registered . Upon such resignation or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, removal the Company shall appoint in writing a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryafter such removal, then the Depository existing Warrant Agent or the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. (b) Any successor to the Warrant Agent Agent, whether appointed hereunder by the Company or by a court, shall executebe a bank (or subsidiary thereof) or trust company doing business under the laws of the United States or any state thereof, acknowledge in good standing and deliver having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor to the Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such successor to the Company an instrument accepting Warrant Agent prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment hereunder and thereupon such new warrant agent without any further act or deed by the successor to the Warrant Agent, it shall become be vested with all the same authority, powers, rights, powersimmunities, duties and responsibilities of as its predecessor Warrant Agent, without any further assurance, conveyance, act or deed; provided, however, the predecessor Warrant Agent shall in all events deliver and transfer to the successor Warrant Agent all property, if any, at the time held hereunder with like effect as if it had been named as warrant agent; but by the predecessor Warrant Agent and if for any reason it becomes shall be necessary or expedient to have the former warrant agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentresigning or removed Warrant Agent. Not later than the effective date of any As soon as practicable after such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail give notice thereof to the registered Holders at their addresses as they appear on predecessor Warrant Agent and the registry booksHolders. Failure to file or mail such noticegive any notice provided for in this Section 8.13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then any Holder or the Depository removed, resigning or incapacitated Warrant Agent may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be an instrument accepting such entity in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder as warrant agent, along with its affiliates, a combined capital and thereupon such new surplus of at least $50,000,000. After appointment, the successor warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become be incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $50,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the appointment of the successor Warrant Agent.defect

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement Agreement, subject to appointment of a successor Warrant Agent in accordance with the terms of this Section 19, upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders holders of the Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository holders of the Warrant Certificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryholder of a Warrant Certificate (who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe an entity organized and doing business under the laws of the United States or any state of the United States, acknowledge and deliver in good standing, which is subject to supervision or examination by federal or state authority. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on holders of the registry booksWarrant Certificates. Failure to file or mail such noticegive any notice provided for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed sent to the Company and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock by registered or certified mailClass A Ordinary Shares. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders by first-class mailCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailClass A Ordinary Shares, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit this Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a Person, acknowledge other than a natural person, organized and deliver doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same purpose but such predecessor Warrant Agent shall not be done at the expense of the Company and shall be legally and validly executed and delivered required to make any additional expenditure (without prompt reimbursement by the former warrant agentCompany) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, Class A Ordinary Shares and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than _________ (___) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than __________ (___) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 ____________ (___) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate (in the case of incapacity), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a bank or trust company, acknowledge and deliver to in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent and to be given to each of the Company an instrument accepting registered holders of the Warrant Certificates at such appointment hereunder and thereupon such new warrant agent without any further act or deed holder's address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agent; but if for Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such notice, give any notice provided for in this Section 17 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to Agent, either by the Company an instrument accepting or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent, whether appointed by the Company or such a court, shall be a suitable alternate, experienced in these duties and in good standing, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $25,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from its all further duties under this Agreement upon 30 and liabilities hereunder (except for liability arising as a result of the Warrant Agent’s own gross negligence, willful misconduct, or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment)) after giving sixty (60) days’ notice in writing mailed to the Company, except that such shorter notice may be given as the Company and to each transfer agent shall, in writing, accept as sufficient. If the office of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent becomes vacant by resignation or any successor Warrant Agent upon 30 days’ notice in writing, mailed incapacity to the Warrant Agent act or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingotherwise, the Company shall appoint in writing a successor to warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent warrant agent or by the DepositoryWarrantholders representing a majority of the Warrants at the time outstanding, then the Depository Warrantholders representing a majority of the Warrants at the time outstanding may apply to any court of competent jurisdiction for the appointment of appoint a new Warrant Agent. Any successor warrant agent. (b) The Warrant Agent appointed hereunder shall execute, acknowledge and deliver may be removed by the Company at any time upon thirty (30) days’ written notice to the Warrant Agent; provided, however, that the Company shall not remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed; provided, further, that, until such successor warrant agent has been appointed, the Company shall compensate the Warrant Agent in accordance with Section 6.2. (c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the Laws of the United States of America or any state thereof or the District of Columbia, and authorized under such Laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are published at least annually pursuant to Law or to the Company an instrument accepting requirements of a federal or state supervising or examining authority. (d) After acceptance in writing of such appointment hereunder and thereupon by the successor warrant agent, such new successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been named as warrant agentdeed; but if for any reason it becomes necessary or expedient to have appropriate, the former predecessor warrant agent shall execute and deliver any further assurancedeliver, conveyance, act or deed, the same shall be done at the expense of the Company Company, an instrument transferring to such successor warrant agent all the authority, powers and shall be legally rights of such predecessor warrant agent hereunder; and validly executed and delivered by the former upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Not later than Upon assumption by a successor warrant agent of the effective date duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder, including the Warrant Register. As soon as practicable after such appointment, the Company shall file give notice thereof with to the former Warrant Agent predecessor warrant agent and each transfer agent for the its Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry booksShares. Failure to file or mail give such notice, or any defect therein, shall not affect the legality or validity of the appointment of the successor warrant agent. (e) Any entity into which the Warrant Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust or agency business of the Warrant Agent, shall be the successor warrant agent under this Warrant Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that such entity would be eligible for appointment as a successor warrant agent under Section 6.1(c).

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement Agreement, subject to appointment of a successor Warrant Agent in accordance with the terms of this Section 19, upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders holders of the Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository holders of the Warrant Certificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryholder of a Warrant Certificate (who shall, with such notice, submit such holder’s Warrant Certificate for inspection by the Company), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a nationally recognized entity organized and doing business under the laws of the United States or of the State of New York, acknowledge and deliver in good standing, which is subject to supervision or examination by federal or state authority. After appointment, the successor Warrant Agent and to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on holders of the registry booksWarrant Certificates. Failure to file or mail such noticegive any notice provided for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed sent to the Company and and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock by registered or certified mailOrdinary Shares. In the event the transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Holders by first-class mailCompany shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 thirty (30) days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mailOrdinary Shares, and to the Depository by first-class mailHolders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the DepositoryHolder of a Warrant Certificate (who shall, with such notice, submit this Warrant Certificate for inspection by the Company), then the Depository Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a Person, acknowledge other than a natural person, organized and deliver doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise share transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $50,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same purpose but such predecessor Warrant Agent shall not be done at the expense of the Company and shall be legally and validly executed and delivered required to make any additional expenditure (without prompt reimbursement by the former warrant agentCompany) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, Ordinary Shares and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on of the registry booksWarrant Certificates. Failure However, failure to file or mail such noticegive any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders holders of the Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository holders of the Warrant Certificates by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryholder of a Warrant Certificate (who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the Depository registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent Agent, whether appointed hereunder by the Company or by such a court, shall executebe a corporation organized and doing business under the laws of the United States or of any State thereof, acknowledge which is authorized under such laws to exercise corporate trust powers and deliver is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and to surplus of at least $5,000,000. After appointment, the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed successor Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any reason property at the time held by it becomes necessary or expedient to have the former warrant agent hereunder, and execute and deliver any further assurance, conveyance, act or deed, deed necessary for the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agentpurpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the former predecessor Warrant Agent and each transfer agent for of the Common Stock, and shall forthwith mail a notice thereof in writing to the registered Holders at their addresses as they appear on holders of the registry booksWarrant Certificates. Failure to file or mail such noticegive any notice provided for in this Section 20, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Depositoryregistered holder of a Warrant Certificate, then the Depository may Warrant Agent or the registered holder of any Warrant may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Any Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent appointed hereunder shall execute, acknowledge be carried out by the Company. The holders (other than the Company and deliver any Affiliate thereof) of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent and need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Company an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed Warrant Agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have provided that the former warrant agent Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent deed necessary for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticegive any notice provided for in this Section 15, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign at ----------------------- any time and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed by giving to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ ' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the Depository by first-class mailCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. , If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant for inspection by the DepositoryCompany), then the Depository any Holder may apply to any court of competent jurisdiction for the appointment of a new successor to the Warrant Agent. Pending appointment of a successor Warrant Agent, either by the Company or by such court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent Agent, whether appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent and to by the Company an instrument accepting or such a court, shall be a bank or trust company in good standing, incorporated under the laws of the United States of America or any State thereof; or the District of Columbia and having at the time of its appointment hereunder and thereupon such new as warrant agent without any further act or deed a combined capital and surplus of at least $10,000,000. After appointment, the successor warrant agent shall become be vested with all the same powers, rights, powers, duties and responsibilities of the Warrant Agent hereunder with like effect as if it had been originally named as warrant agentWarrant Agent without further act or deed; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any deed necessary for such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered Holders at their addresses as they appear on the registry bookspurpose. Failure to file or mail such noticeany notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.