Common use of Duties of Warrant Agent Clause in Contracts

Duties of Warrant Agent. As agent for the Company hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Ember Warrants or any Ember Tokens; (c) shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties; (f) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (j) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any Common Stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board of Directors, the Chief Executive Officer, President or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 13.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence or willful misconduct), after giving sixty (60) days prior written notice to the date specified in such application Company. At least thirty (which date shall not be less than five business 30) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Registered Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Common Stock and the Warrant Agent ceases to be the transfer agent for the Company’s Common Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Registered Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Registered Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Valley, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant certificates to make or cause to be made any adjustment of the Warrant Price provided in this Agreement, or genuineness to determine whether any fact exists which may require any such adjustments, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been teen signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company Valley to comply with any of its covenants and obligations relating to the Ember Warrantscontained in this Agreement or in any Warrant Certificate, including without limitation obligations under applicable securities laws; or (hiii) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay act or omission in acting while waiting connection with this Agreement except for those instructions; any applications by the its own gross negligence or willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for written instructions from the Company may, at the option of the Agent, set forth in writing Valley) and shall incur no liability or responsibility for any action proposed to be taken taken, suffered or omitted by it in good faith in accordance with the Warrant Agent under this Warrant Agreement and the date on opinion or after which advice of such action counsel. Any notice, statement, instruction, request, direction, order or demand of Valley shall be taken sufficiently evidenced by an instrument signed by the Chairman, President and CEO, any Executive Vice President, or such omission shall be effective; the Secretary (unless other evidence in respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. Valley agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence or willful misconduct), after the date specified in such application (which date shall not be less than five business giving 30 days’ prior written notice to Valley. At least 15 days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Holder of each Warrant Certificate at Valley’s expense. Upon such resignation, or omitted; (i) any inability of the Warrant Agent to act as such hereunder, Valley shall appoint a new warrant agent in writing. Valley shall have complete discretion in the naming of a new warrant agent, who may consult be an affiliate, subsidiary or department of Valley, or any person used by Valley as transfer agent for the Valley Common Stock. If Valley shall fail to make such appointment within a period of 15 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Valley may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for Valley Common Stock and the Warrant Agent ceases to be the transfer agent for Valley Common Stock for any reason. After acceptance in writing of an appointment by a new warrant agent is received by Valley, such new warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the advice new warrant agent at the direction of the new agent and Valley. Not later than the effective date of an appointment of a new warrant agent by Valley, Valley shall file notice with the resigning or terminated warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as warrant agent to be mailed to Valley and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofValley.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own gross negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board, Chief Executive Officer or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence or willful misconduct), after giving thirty (30) days prior written notice to the date specified in such application Company. At least fifteen (which date shall not be less than five business 15) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Stock and the Warrant Agent ceases to be the transfer agent for the Company Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As agent The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Warrant Certificates, by their acceptance thereof, shall be bound: A. The Warrant Agent may consult with counsel satisfactory to it (who may be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however, that the Warrant Agent shall have exercised reasonable care in the selection of such counsel. Fees and expenses of such counsel, to the extent reasonable, shall be paid by the Company. B. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company hereunder prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Chairman or co-Chairman of the Board or the President or a Vice President or the Secretary of the Company and delivered to the Warrant Agent: ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. C. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. D. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (aexcept its countersignature on the Warrant Certificates and such statements or recitals as describe the Warrant Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall be deemed to have no duties been made by the Company only. E. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or obligations other than those specifically set forth herein the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the making of any change in the number of shares of Common Stock for which a Warrant is exercisable required under the provisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and non-assessable. F. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may subsequently be agreed to in writing incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent and without the Company; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness possession of any of the Ember Warrants or the production thereof at any Ember Tokens; (c) shall not be obligated to take trial or other proceeding relative thereto, and any legal action hereunder; ifsuch action, however, suit or proceeding instituted by the Warrant Agent determines to take any legal action hereundershall be brought in its name as Warrant Agent, and where the taking any recovery of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and judgment shall be fully authorized for the ratable benefit of the registered holders of the Warrant Certificates, as their respective rights or interests may appear. G. The Warrant Agent and protected in acting any stockholder, director, officer or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to employee of the Warrant Agent and believed by it to be genuine and to have been signed by may buy, sell or deal in any of the proper party Warrants or parties; (f) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to comply with any of its covenants or otherwise act as fully and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties freely as though it were not Warrant Agent covered by under this Agreement. Nothing herein shall preclude the Warrant Agreement (Agent from acting in any other capacity for the Company or supplementing or qualifying for any such actions) of officers of the Company, and other legal entity. H. The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from a Chairman or co-Chairman of the Company Board or counsel to President or a Vice President or the Secretary or the Controller of the Company, and may to apply to the Company, such officers for advice or instructions in connection with the Warrant Agent’s duties hereunder's duties, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent it shall not be liable for any action taken by, or omission of, the Warrant Agent suffered or omitted by it in good faith in accordance with a proposal included in instructions of any such application on or after the date specified in such application (which date shall officer. I. The Warrant Agent will not be less than five business days after responsible for any failure of the date such application is sent Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company. J. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, agents or employees and the Warrant Agent shall have received written instructions in response to not be answerable or accountable for any act, default, neglect or misconduct of any such application specifying the action to be taken attorneys, agents or omitted; (i) may consult with counsel satisfactory employees or for any loss to the Warrant AgentCompany resulting from such neglect or misconduct; provided, including its in-house counselhowever, that reasonable care shall have been exercised in the selection and the advice continued employment of such counsel shall be full attorneys, agents and complete authorization and protection in respect employees. K. The Warrant Agent will not incur any liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken, sufferedor any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or omitted other paper, document or instrument reasonably believed by it the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. L. The Warrant Agent will act hereunder solely as agent of the Company in good faith a ministerial capacity, and in accordance with the advice of such counsel; (j) may perform any of its duties hereunder either directly or will be determined solely by or through nominees, correspondents, designees, or subagents, and it shall the provisions hereof. The Warrant Agent will not be liable for anything which it may do or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it refrain from doing in connection with this Warrant Agreement; (k) is not authorizedAgreement except for its own gross negligence, and shall have no obligation, to pay any brokers, dealers, bad faith or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofwillful conduct. Section 21.

Duties of Warrant Agent. As agent for The Warrant Agent undertakes only the Company specific duties and obligations imposed hereunder upon the following terms and conditions, by all of which the Depositor, the Trust, the Trustee and each Warrant AgentHolder shall be bound: (a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Depositor), and the opinion of such counsel shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed full and complete authorization and protection to in writing by the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with such opinion, provided the Company; Warrant Agent shall have exercised reasonable care in the selection by it of such counsel. (b) shall be regarded as making no representations and having no responsibilities as to Whenever in the validity, sufficiency, value, or genuineness performance of the Ember Warrants or any Ember Tokens; (c) shall not be obligated to take any legal action its duties hereunder; if, however, the Warrant Agent determines shall deem it necessary or desirable that any fact or matter be proved or established by the Depositor or the Trustee prior to take taking or suffering any legal action hereunder, such fact or matter may be deemed to be conclusively proved and where established by a Depositor Order or a certificate signed by a Responsible Officer of the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on Trustee and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent and believed for any action taken or suffered in good faith by it to hereunder in reliance upon such certificate. (c) The Warrant Agent shall be genuine and to have been signed by the proper party liable hereunder only for its own negligence, willful misconduct or parties; bad faith. (fd) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained herein or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Trust and the Depositor only. (e) The Warrant Agent shall not have any responsibility in respect of and makes no representation as to the validity of the Call Warrants or the execution and delivery thereof (except the due execution hereof by the Warrant Agent); nor shall it be responsible for any recital breach by the Trust of any covenant or statement condition contained in the Registration Statement Call Warrants; nor shall it by any act thereunder be deemed to make any representation or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating warranty as to the Ember Warrants, including without limitation obligations under applicable securities laws; Certificates to be purchased thereunder. (hf) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as The Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company Chairman of the Board, the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, President, a Vice President, a Senior Vice President, a Managing Director, its Treasurer, an Assistant Treasurer, its Secretary or counsel to an Assistant Secretary of the CompanyDepositor, and may any Responsible Officer of the Trustee, and to apply to the Company, such officers for advice or instructions in connection with the Warrant Agent’s duties hereunderits duties, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent it shall not be liable for any action taken byor suffered to be taken by it in good faith in accordance with instructions of any such officer. (g) The Warrant Agent and any shareholder, director, officer or omission ofemployee of the Warrant Agent may buy, sell or deal in any of the Call Warrants or other securities of the Trust or otherwise act as fully and freely as though it were not Warrant Agent hereunder, so long as 6 <PAGE> such persons do so in full compliance with all applicable laws. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Trust, the Depositor or for any other legal entity. (h) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents. (i) The Warrant Agent shall act solely as the agent of the Trust hereunder. The Warrant Agent shall not be liable except for the failure to perform such duties as are specifically set forth herein, and no implied covenants or obligations shall be read into the Call Warrants against the Warrant Agent, whose duties shall be determined solely by the express provisions thereof. The Warrant Agent shall not be deemed to be a fiduciary. (j) The Warrant Agent shall not be responsible for any failure on the part of the Trustee to comply with any of its covenants and obligations contained herein. (k) The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without such indemnity. The Warrant Agent shall promptly notify the Depositor and the Trustee in writing of any claim made or action, suit or proceeding instituted against it arising out of or in connection with the Call Warrants. (l) The Trustee will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may be required by the Warrant Agent in accordance with a proposal included in such application on order to enable it to carry out or after the date specified in such application (which date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (j) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.hereunder. Section 5.3

Duties of Warrant Agent. As The Warrant Agent acts as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) shall have no Company, and its duties or obligations other than those specifically set forth herein or as may subsequently will be agreed to in writing determined solely by the provisions of this Agreement. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act under this Agreement, be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented by those certificates or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent will not at any time be under any duty or responsibility to any Recipient of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained in this Agreement or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating contained in this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Ember Warrants, including without limitation obligations under applicable securities laws; (hCompany) may rely on and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be fully authorized and protected in acting sufficiently evidenced if given orally by the Chairman of the Board, President or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 below. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company will pay the Warrant Agent reasonable compensation for its services, will reimburse it for its reasonable expenses under this Agreement, and further will indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities (except liabilities arising as a result of the Warrant Agent’s own gross negligence or willful misconduct), after giving thirty (30) days prior written notice to the date specified in such application Company. At least fifteen (which date shall not be less than five business 15) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Recipient of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Recipient of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Recipients, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Stock and the Warrant Agent ceases to be the transfer agent for the Company Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named in this Agreement as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent will cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall cause a copy of such counsel notice to be mailed to each Recipient immediately. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it shall not be liable or responsible to each Recipient. Nothing in this Agreement precludes the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any Common Stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) of officers counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chief Executive Officer, President or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s negligence, willful misconduct or bad faith. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence or willful misconduct), after giving sixty (60) days prior written notice to the date specified in such application Company. At least thirty (which date shall not be less than five business 30) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Registered Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Common Stock and the Warrant Agent ceases to be the transfer agent for the Company’s Common Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Registered Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Registered Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own gross negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board, President or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence or willful misconduct), after giving thirty (30) days prior written notice to the date specified in such application Company. At least fifteen (which date shall not be less than five business 15) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Stock and the Warrant Agent ceases to be the transfer agent for the Company Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not by issuing and the Company; delivering Warrant Certificates, or by any other act hereunder, be deemed to make any representations (bi) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiencyvalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant, value(ii) or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Agreement, or genuineness to determine whether any fact exists that may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. The Warrant Agent shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrantscontained in this Agreement or in any Warrant Certificate, including without limitation obligations under applicable securities laws; or (hiii) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay act or omission in acting while waiting connection with this Agreement except for those instructions; any applications by the its own gross negligence or willful misconduct. The Warrant Agent for written instructions from the Company may, may at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (i) may time consult with counsel satisfactory to it (who may be counsel for the Warrant Agent, including its in-house counsel, Company) and the advice of such counsel shall be full and complete authorization and protection in respect of incur no liability or responsibility for any action taken, suffered, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel; (j) may perform . Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by the President, any of Vice President, its duties hereunder either directly or by or through nominees, correspondents, designeesSecretary, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it Assistant Secretary (unless other evidence in connection with this Warrant Agreement; (k) respect thereof is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.herein specifically

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any Common Shares issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board of Directors, the Chief Executive Officer, President or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 13.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence or willful misconduct), after giving sixty (60) days prior written notice to the date specified in such application Company. At least thirty (which date shall not be less than five business 30) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Registered Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Shares. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Common Shares and the Warrant Agent ceases to be the transfer agent for the Company’s Common Share for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Registered Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any further act. Any such successor Warrant agent shall promptly cause notice of its succession as Warrant agent to be mailed to the Company and complete authorization and protection to each Registered Holder. Nothing herein shall preclude the Warrant Agent from acting in respect of any action takenother capacity for the Company. Notwithstanding anything in this Warrant Agreement to the contrary, sufferedthe Warrant Agent shall not register Warrants, or omitted by it hereunder in good faith and in accordance with permit or process the advice exercise of such counsel; (j) may perform any Warrants where the Registered Holder or beneficial owner of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not the Common Shares underlying the Warrants upon exercise would be liable or responsible for any misconduct or negligence on a resident of the part Province of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofBritish Columbia until [ ] [DATE THAT IS FOUR MONTHS AND ONE DAY FROM THE ISSUANCE DATE].

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, value, value or genuineness authorization of the Ember Warrant Certificates or the Warrants represented thereby or of any Ember Tokens; (c) shall not be obligated to take securities or other property delivered upon exercise of any legal action hereunder; if, howeverWarrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. Other than as set forth herein, the Warrant Agent determines to take shall not at any legal action hereunder, and where the taking of such action might, in its judgment, subject time be under any duty or expose it responsibility to any expense Holder of Warrant Certificates to make or liability it cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the method employed in making the same. It shall not (i) be required to act unless liable for any recital or statement of facts contained herein or for any action taken, suffered or omitted by it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely in reliance on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Warrant Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own gross negligence, willful misconduct or qualifying bad faith. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board, President or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s gross negligence, willful misconduct or bad faith. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence, willful misconduct or bad faith), after giving thirty (30) days prior written notice to the date specified in such application Company. At least fifteen (which date shall not be less than five business 15) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Stock and the Warrant Agent ceases to be the transfer agent for the Company Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any Common Stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own gross negligence or qualifying willful misconduct, which gross negligence or willful misconduct must be determined by a non-appealable order, judgement, decree or ruling of a court of competent jurisdiction. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board of Directors, the Chief Executive Officer, President or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 13.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable and documented expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s gross negligence or willful misconduct, which gross negligence or willful misconduct must be determined by a non-appealable order, judgement, decree or ruling of a court of competent jurisdiction. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own gross negligence or willful misconduct which gross negligence or willful misconduct must be determined by a non-appealable order, judgement, decree or ruling of a court of competent jurisdiction), after giving forty-five (45) days prior written notice to the date specified in such application Company. At least thirty (which date shall not be less than five business 30) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Registered Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. The Company shall have complete discretion in the naming of a new warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new warrant agent. The Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Common Stock and the Warrant Agent ceases to be the transfer agent for the Company’s Common Stock for any reason. After acceptance in writing of an appointment by a new warrant agent is received by the Company, such new warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new warrant agent by the Company, the Company shall file notice with the resigning or terminated warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Registered Holder. Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as warrant agent to be mailed to the Company and it to each Registered Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any Common Stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Registered Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) of officers counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chief Executive Officer, the President or the Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 13.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable out-of-pocket expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent’s negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence or willful misconduct), after giving sixty (60) days prior written notice to the date specified in such application Company. At least thirty (which date shall not be less than five business 30) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Registered Holder of each Warrant Certificate. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Common Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Registered Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Common Stock and the Warrant Agent ceases to be the transfer agent for the Company’s Common Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Registered Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Registered Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and ----------------------- in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Bank, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Agreement, or genuineness to determine whether any fact exists which may require any such adjustments, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company Bank to comply with any of its covenants and obligations relating to the Ember Warrantscontained in this Agreement or in any Warrant Certificate, including without limitation obligations under applicable securities laws; or (hiii) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay act or omission in acting while waiting connection with this Agreement except for those instructions; any applications by the its own gross negligence or willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for written instructions from the Company may, at the option of the Agent, set forth in writing Bank) and shall incur no liability or responsibility for any action proposed to be taken taken, suffered or omitted by it in good faith in accordance with the Warrant Agent under this Warrant Agreement and opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand of the date on or after which such action Bank shall be taken sufficiently evidenced by an instrument signed by the Chairman, the President, any Vice President, its Secretary, or such omission shall be effective; the Assistant Secretary, (unless other evidence in respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Bank agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent's gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties 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 to the date specified in such application (which date shall not be less than five business Bank. At least 15 days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken or omitted; (i) may consult with counsel satisfactory mailed to the Holder of each Warrant Certificate at the Bank's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Bank shall appoint a new warrant agent in writing. The Bank shall have complete discretion in the naming of a new warrant agent, who may be an affiliate, subsidiary or department of the Bank, or any person used by the Bank as transfer agent for the Common Stock. If the Bank shall fail to make such appointment within a period of 15 days after it has been notified in writing of such resignation by the resigning Warrant Agent, including its in-house counselthen the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. The Bank may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Bank's Common Stock and the advice Warrant Agent ceases to be the transfer agent for the Bank Common Stock for any reason. After acceptance in writing of an appointment by a new warrant agent is received by the Bank, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the warrant agent, without any further assurance, conveyance, act or deed. Any former Warrant Agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new warrant agent at the direction of the new agent and the Bank. Not later than the effective date of an appointment of a new warrant agent by the Bank, the Bank shall file notice with the resigning or terminated Warrant Agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as warrant agent to be mailed to the Bank and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofBank.

Duties of Warrant Agent. As agent for The Warrant Agent undertakes the Company hereunder duties and obligations imposed by this Agreement upon the Warrant Agent: following terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound: (a) The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion of such counsel shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed full and complete authorization and protection to in writing by the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company; (b) and such certificate shall be regarded as making no representations and having no responsibilities as full authentication to the validity, sufficiency, value, Warrant Agent for any action taken or genuineness suffered in good faith by it under the provisions of the Ember Warrants or any Ember Tokens; this Agreement in reliance upon such certificate. (c) shall not be obligated Subject to take any legal action hereunder; if, howeverthe limitation set forth in Section 14, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting liable hereunder only for its own gross negligence or failing to act upon any certificatewillful misconduct, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the for a breach by it of this Agreement. (d) The Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties; (f) shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificate (except its countersignature thereof) by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of Common Shares required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any recital such change or statement contained in the Registration Statement ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrants evidenced by the Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any Common Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable. (f) Each party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other documents relating thereto; acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out or performing by any party of the provisions of this Agreement. (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as The Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company Chief Executive Officer or counsel to Chief Financial Officer of the Company, and may to apply to the Company, such officers for advice or instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence or willful misconduct. (h) Subject to all applicable laws and regulations, the Warrant Agent’s duties hereunderAgent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (i) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and the Warrant Agent shall not be liable answerable or accountable for any delay act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in acting while waiting for those instructions; any applications by the selection and continued employment thereof and so long as the Warrant Agent for written instructions from the Company may, at the option has not acted with gross negligence or willful misconduct and a material breach of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall has not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (j) may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofoccurred.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating contained in this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Ember Warrants, including without limitation obligations under applicable securities laws; (hCompany) may rely on and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be fully authorized and protected in acting sufficiently evidenced if given orally by the Chairman of the Board, President or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent's gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving thirty days' prior written notice to the date specified in such application (which date shall not be less than five business Company. At least fifteen days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or omitted; (i) any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. The Company shall have complete discretion in the naming of a new warrant agent, who may consult be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Class B Stock. If the Company shall fail to make such appointment within a period of fifteen days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. The Company may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company's Class B Stock and the Warrant Agent ceases to be the transfer agent for the Company Class B Stock for any reason. After acceptance in writing of an appointment by a new warrant agent is received by the Company, such new warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new warrant agent by the Company, the Company shall file notice with the resigning or terminated warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as warrant agent to be mailed to the Company and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.

Duties of Warrant Agent. As agent The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Warrant Certificates, by their acceptance thereof, shall be bound: The Warrant Agent may consult with counsel satisfactory to it (who may be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however, that the Warrant Agent shall have exercised reasonable care in the selection of such counsel. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company hereunder prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the President or a Vice President or the Secretary of the Company and delivered to the Warrant Agent: ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (aexcept its countersignature on the Warrant Certificates and such statements or recitals as described the Warrant Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall be deemed to have no duties been made by the Company only. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or obligations other than those specifically set forth herein the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor shall it be responsible for the making of any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and nonassessable. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company or one or more registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may subsequently be agreed to in writing incurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent and without the Company; (b) shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness possession of any of the Ember Warrants or the production thereof at any Ember Tokens; (c) shall not be obligated to take trial or other proceeding relative thereto, and any legal action hereunder; ifsuch action, however, suit or proceeding instituted by the Warrant Agent determines to take any legal action hereundershall be brought in its name as Warrant Agent, and where the taking any recovery of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and judgment shall be fully authorized for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear. The Warrant Agent and protected in acting any stockholder, director, officer or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to employee of the Warrant Agent and believed by it to be genuine and to have been signed by may buy, sell or deal in any of the proper party Warrants or parties; (f) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part securities of the Company or have a pecuniary interest in any transaction in which the company may be interested, or contact with or lend money to comply with any of its covenants or otherwise act as fully and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties freely as though it were not Warrant Agent covered by this from acting in any other capacity for the Company or for any legal entity. The Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder from the Company President or counsel to a Vice President or the Secretary of the Company, and may to apply to the Company, such officers for advice or instructions in connection with the Warrant Agent’s duties hereunder's duties, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent it shall not be liable for any action taken by, or omission of, the Warrant Agent suffered or omitted by it in good faith in accordance with a proposal included in written instructions of any such application on or after the date specified in such application (which date shall officer. The Warrant Agent will not be less than five business days after responsible for any failure of the date such application is sent Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company. The Warrant Agent will not incur any liability or responsibility to the Company, unless the Company shall have consented in writing or to any earlier date) unless prior to taking holder of any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted; (i) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of Certificate for any action taken, sufferedor any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or omitted other paper, document or instrument reasonably believed by it the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent will act hereunder solely as agent of the Company in good faith a ministerial capacity, and in accordance with the advice of such counsel; (j) may perform any of its duties hereunder either directly or will be determined solely by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofprovisions hereof.

Duties of Warrant Agent. As The Warrant Agent acts hereunder as agent and in a ministerial capacity for the Company hereunder the Warrant Agent: (a) Company, and its duties shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and the Company; (b) shall delivering Warrant Certificates or by any other act hereunder be regarded as making no deemed to make any representations and having no responsibilities as to the validity, sufficiency, valuevalue or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of Warrant Certificates to make or cause to be made any adjustment of the Warrant Price provided in this Warrant Agreement, or genuineness to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the Ember Warrants or any Ember Tokens; (c) method employed in making the same. It shall not (i) be obligated to take liable for any legal recital or statement of facts contained herein or for any action hereunder; iftaken, however, the suffered or omitted by it in reliance on any Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably satisfactory to it; (e) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission Certificate or other document or security delivered to the Warrant Agent and instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; , (fii) shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (g) shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Ember Warrants, including without limitation obligations under applicable securities laws; (h) may rely on and shall be fully authorized and protected contained in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement or in any Warrant Certificate, or (iii) be liable for any act or supplementing omission in connection with this Warrant Agreement except for its own gross negligence or qualifying willful misconduct. The Warrant Agent may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and shall incur no liability or responsibility for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such actions) counsel. Any notice, statement, instruction, request, direction, order or demand by the Company shall be sufficiently evidenced if given orally by the Chairman of officers the Board, Chief Executive Officer or Chief Financial Officer of the Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and is hereby authorized and directed delivered to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed pursuant to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Section 12.5 hereof. The Warrant Agent shall not be liable for any action taken bytaken, suffered or omission ofomitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder and further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in accordance with the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a proposal included in such application on result of the Warrant Agent's gross negligence or willful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving thirty (30) days prior written notice to the date specified in such application Company. At least fifteen (which date shall not be less than five business 15) days after prior to the date such application resignation is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such actionbecome effective, the Warrant Agent shall have received written instructions in response to cause a copy of such application specifying the action notice of resignation to be taken mailed to the Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or omitted; any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new Warrant agent in writing. The Company shall have complete discretion in the naming of a new Warrant agent, who may be an affiliate, subsidiary or department of the Company, or any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (i15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Holder of any Warrant Certificate may consult apply to any court of competent jurisdiction for the appointment of a new Warrant agent. The Company may, upon notice to the Holders, remove and replace the Warrant Agent if the Warrant Agent is the transfer agent for the Company’s Stock and the Warrant Agent ceases to be the transfer agent for the Company Stock for any reason. After acceptance in writing of an appointment by a new Warrant agent is received by the Company, such new Warrant agent shall be vested with counsel satisfactory to the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, including its in-house counselwithout any further assurance, conveyance, act or deed. Any former Warrant agent hereby agrees to cooperate with and deliver all records and Warrant Certificates to the new Warrant agent at the direction of the new agent and the advice Company. Not later than the effective date of an appointment of a new Warrant agent by the Company, the Company shall file notice with the resigning or terminated Warrant agent and shall forthwith cause a copy of such counsel notice to be mailed to each Holder. Any corporation into which the Warrant Agent or any new Warrant agent may be converted or merged or any corporation resulting from any consolidation to which the Warrant Agent or any new Warrant agent shall be full and complete authorization and protection in respect a party or any corporation succeeding to the trust business of the Warrant Agent shall be a successor Warrant agent under this Warrant Agreement without any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the advice of further act. Any such counsel; (j) may perform any successor Warrant agent shall promptly cause notice of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, succession as Warrant agent to be mailed to the Company and it to each Holder. Nothing herein shall not be liable or responsible preclude the Warrant Agent from acting in any other capacity for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (k) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (l) shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereofCompany.