Common use of Exchange and Transfer of Warrant Certificates Clause in Contracts

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior (a) In addition to the Detachable Date a Warrant Certificate any other legend which may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrantsrequired by applicable law, each Warrant entitling Certificate representing a Warrant and each certificate representing Warrant Shares issued upon exercise of a Warrant shall have endorsed, to the holder thereof to purchase [_____ shares] [$_____________ principal amount of extent appropriate, upon its face the following words: NEITHER THE SECURITY REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS SECURITY AND THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, AND, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY OPINING AS TO SUCH EXEMPTION. THIS SECURITY IS SUBJECT TO THE PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF MARCH 26, 2007, BETWEEN THE COMPANY AND BAYER SCHERING PHARMA AG. A COPY OF SUCH WARRANT AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY. (b) The Warrant Securities or its equivalent in a foreign currency or composite currency] at Certificate representing the Warrant Price [IF REGISTERED WARRANTS - or issued hereby may be transferred or assigned by the Holder hereof, in whole or in part] [IF BEARER OR REGISTERED WARRANTS - part as to any unexercised portion of the Exercise Percentage; provided that: (i) for transfers made to a Person other than an Affiliate of the Holder, written notice is given to the Company at least ten (10) Business Days before the transfer and the transferor shall provide, at the Company’s request, an opinion of counsel reasonably satisfactory to the Company that such other Warrant Certificates evidence transfer does not require registration under the same aggregate number Securities Act, (ii) the transfer shall be for a portion of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent Certificate not less than the Minimum Exercise Threshold, (iii) the Holder shall keepprovide written notice to the Company of any transfer to an Affiliate within ten (10) Business Days after the transfer and (iv) the transferee shall agree to be bound by the terms of this Agreement. For purposes of Section 3.05(b)(i), at its corporate trust office [or at __________]Affiliate shall not include any Person which is an individual. Written notice given under this Section 3.05(b) shall include without limitation the name of the transferee, books in which, subject the Exercise Percentage transferred to such reasonable regulations as it may prescribetransferee, it the date of the transfer and the transferee’s address for notice purposes. (c) The Company shall register from time to time note the permitted transfer of any outstanding Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, a warrant register to be maintained by the Company upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or thereof accompanied by appropriate a written instrument or instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and duly executed by the Warrant Agent.] No service charge shall be made for any exchange Holder or transfer of Warrant Certificates, but Holders thereof or by the Company may require payment of duly appointed legal representative thereof or by a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with duly authorized attorney. Upon any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto , a new Warrant Certificate or Warrant Certificates duly authorized and executed by will be issued to (x) the Company, as so requested. The transferee representing a Warrant Agent shall not be required to effect any exchange or transfer which will result for the Exercise Percentage specified in the issuance foregoing written notice in accordance with instructions in the form of assignment and (y) the transferor representing a Warrant for the remaining Exercise Percentage not transferred, if any. (d) Warrant Certificates may be exchanged at the option of the Holder(s) thereof when surrendered to the Company at the address set forth in Section 6.10 hereof for another Warrant Certificate evidencing a fraction or Warrant Certificates of like tenor and representing in the aggregate a Warrant or Warrants for a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transferlike Exercise Percentage.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office of the Warrant Agent [or at [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or at [________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No The Company may require payment of a service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date date upon] surrender at the corporate trust office of the Warrant Agent [or [_________________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling such Warrants or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - . The Warrant Agent shall keep, at its corporate trust office [or and at _______________________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ________________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED OTHER SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED OTHER SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Other Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$______________ principal amount of ], Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or Certificates evidencing Warrants may be transferred exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof may be registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - . The Warrant Agent shall keep, at its corporate trust office [or and at ______________ _____________________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ____________ ________________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, obligations and entitled to the same benefits under this Warrant Agreement, Agreement as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If --------------------------------------------- Offered Debt Securities with Warrants which are immediately detachable -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Debt Securities with Warrants which are not immediately detachable - - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Debt Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Debt Security. On or prior Prior to the Detachable Date, each transfer of the Offered Debt Security [on the register of the Offered Securities Debt Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase such Warrants [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - If registered Warrants -- or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ], provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS - If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon the surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] ]. No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] Upon --------------------------------------------- surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase such Warrants [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or If registered ------------- Warrants --or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other -------- Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS - If registered Warrants -- The Warrant ---------------------- Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________]], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office of the Warrant Agent [or at [__________]], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS--The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or at [___________]] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No The Company may require payment of a service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE If Offered --------------------------------------------- Securities with Warrants which are immediately detachable or Warrants alone - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Securities with Warrants which are not immediately detachable - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS If registered Warrants - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS If bearer or registered Warrants - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS If registered Warrants - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE If Offered Securities with Warrants which are immediately detachable - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Securities with Warrants which are not immediately detachable - Prior to the Detachable Date Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered SecuritySecurities. On or prior Prior to the Detachable Date, each transfer of the Offered Security Securities [on the register of the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [___________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants, each Warrant entitling : or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS If registered Warrants - The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, Company as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Debt Securities with Warrants which are immediately detachable: Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Debt Securities with Warrants which are not immediately detachable: Prior to the Detachable Date Date, a Warrant Certificate may be exchanged or transferred only together with the Offered Debt Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Debt Security. On or prior to the Detachable Date, each transfer of the Offered Debt Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent ___________________________________ [or [_____________________________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [$_____ shares] [$_____________ principal amount of Warrant Debt Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - If registered Warrants: or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - If bearer or registered Warrants: ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - If registered Warrants: The Warrant Agent shall keep, at its corporate trust office [keep or at __________], cause to be kept books in which, subject to such reasonable regulations as it may prescribe, it there shall register be registered Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] ______________________________ for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant AgentAgent or _____________________________, as the case may be.] No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer an authorized officer of transfer] the Warrant Agent shall countersign and deliver or cause to be delivered to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.entitled

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Debt Securities with Warrants which are immediately detachable -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Debt Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Debt Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Debt Security. On or prior Prior to the Detachable Date, each transfer of the Offered Debt Security [on the register of the Offered Securities Debt Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase such Warrants [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - If registered Warrants -- or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ], provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS If registered Warrants - The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon the surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] ]. No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] Upon surrender at the corporate trust office of the Warrant Agent [or [___________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - -- or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS - -- The Warrant Agent shall keep, at its corporate trust office [or and at ____________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ________] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Debt Securities with Warrants which are immediately detachable -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Debt Securities with Warrants which are not immediately detachable - - Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Debt Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Debt Security. On or prior Prior to the Detachable Date, each transfer of the Offered Debt Security [on the register of the Offered Securities Debt Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase such Warrants [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - If registered Warrants -- or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ], provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS - If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon the surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] ]. No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01The Warrants (and any Warrant Shares issued upon exercise of the Warrants) shall be transferable only in accordance with the terms of this Agreement and the Purchase Agreement and shall bear a legend in substantially the following form: "NEITHER THE ISSUANCE OF SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), NOR UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. EXCHANGE SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT OR (ii) ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK AND WARRANT CERTIFICATESPURCHASE AGREEMENT DATED AS OF FEBRUARY 4, 2000, AS AMENDED FROM TIME TO TIME, AND THE TERMS AND CONDITIONS CONTAINED IN A WARRANT AGREEMENT DATED AS OF FEBRUARY 4, 2000, AS AMENDED FROM TIME TO TIME. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE A COMPLETE AND CORRECT COPY OF THE FORM OF SUCH STOCK AND WARRANT PURCHASE AGREEMENT OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior WARRANT AGREEMENT WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." The Company may from time to time register the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other any outstanding Warrant Certificates in denominations evidencing Warrants, each Warrant entitling a warrant register to be maintained by the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, Company upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or thereof accompanied by appropriate a written instrument or instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Agent.] No service charge Certificate shall be made for any exchange or transfer issued to the transferee(s). Warrant Certificates may be exchanged at the option of Warrant Certificatesthe Holder(s) thereof, but when surrendered to the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed at the address set forth in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered Section 4.5 hereof for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a another Warrant Certificate or Warrant Certificates duly authorized of like tenor and executed by representing in the Company, as so requested. The aggregate a like number of Warrant Agent Shares; PROVIDED that the Company shall not be required to effect issue any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a representing any fractional Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transferShares.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Debt Securities with Warrants which are immediately detachable -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Debt Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Debt Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Debt Security. On or prior Prior to the Detachable Date, each transfer of the Offered Debt Security [on the register of the Offered Securities Debt Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [____________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase such Warrants [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - If registered Warrants -- or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ], provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS - If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [or and at ____________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon the surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ____________] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] ]. No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - 1: Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE 2: Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security Security, on the register of the Offered Securities [if such Offered Security is in registered form, shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in [the same or] other denominations evidencing Warrants, each Warrant entitling such Warrants or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] part [IF BEARER OR REGISTERED WARRANTS - provided if the Warrant Certificates so surrendered are in registered form]; provided, however, that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.: and provided further that such other Warrant Certificates shall be issued in registered [or bearer] form [IF REGISTERED WARRANTS - as may be directed by the holder of the surrendered Warrant Certificate; provided, however, that the holder of a Registered Warrant may not exchange such Warrant Certificate for a Bearer Warrant; and provided, further, that the Warrant Agent shall deliver Bearer Warrant only outside the United States, and only upon delivery from the person entitled to physical delivery of such Warrant Certificates of an executed certificate substantially in the form of Exhibit D hereto]. The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates [in accordance with Section 1.02 registered form] and exchanges and transfers of outstanding Warrant CertificatesCertificates [in registered form], upon surrender of the such Warrant Certificates to the Warrant Agent at its corporate trust office [or at _______] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory satisfactory, to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.. [

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If offered Notes with Warrants which are immediately detachable -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior If Offered Notes with Warrants which are not immediately detachable --Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Note to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered SecurityNote. On or prior Prior to the Detachable Date, each transfer of the Offered Security Note [on the register of the Offered Securities Notes; shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling such Warrants [If registered Warrants -- or the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered. [If registered and bearer Warrants (subject to any limitations imposed with respect to such exchanges) -- [After the Detachable Date, upon] [Upon] surrender at the corporate trust office of the Warrant Agent [or ___] Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS - If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of to outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or transfer registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant [or a number of full Warrants and a fraction of a Warrant]. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, Company evidencing the same obligations, and entitled to the same some benefits under this Warrant Agreement, as the Warrant Certificates Certificate surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Securities with Warrants which are immediately detachable-Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Securities with Warrants which are not immediately detachable-Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants-or the transfer may be registered in whole or in part]; provided that such other Warrant Certificates in denominations evidencing Warrantsevidence a like number of Warrants as the Warrant Certificates so surrendered. [If registered and bearer Warrants (subject to any limitations imposed with respect to such exchanges)--[After the Detachable Date, each Warrant entitling the holder thereof to purchase [_____ sharesupon] [$Upon] surrender at the corporate trust office of the Warrant Agent [or _____________ principal amount of ], Warrant Securities or its equivalent Certificates in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or bearer form may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other exchanged for Warrant Certificates evidence the same aggregate in registered form evidencing a like number of Warrants as the and Warrant Certificates so surrenderedin bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS - If registered Warrants-The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange (or transfer registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration or transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer [Or registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered --------------------------------------------- Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [_________________________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling such Warrants or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - . The Warrant Agent shall keep, at its corporate trust office [or and at _________________________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at _________________________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - If Offered Securities with Warrants which are immediately detachable -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Securities with Warrants which are not immediately detachable -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [_______________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling such Warrants [If registered Warrants -- or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED WARRANTS - If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [or and at ___________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer registration of transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or Warrant, a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer registration of transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange [or registration of transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to The Warrants --------------------------------------------- (and any Warrant Shares issued upon exercise of the Detachable Date a Warrant Certificate Warrants) shall bear such restrictive legend or legends as may be exchanged or transferred required by the Securities Purchase Agreement and as may be required by law and shall be transferable only together in accordance with the Offered Security terms of this Agreement and the Securities Purchase Agreement. The Company may from time to which time register the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other any outstanding Warrant Certificates in denominations evidencing Warrants, each Warrant entitling a warrant register to be maintained by the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, Company upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or thereof accompanied by appropriate a written instrument or instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Agent.] No service charge Certificate shall be made for any exchange or transfer issued to the transferee(s). Warrant Certificates may be exchanged at the option of Warrant Certificatesthe Holder(s) thereof, but when surrendered to the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed at the address set forth in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered Section 4.5 hereof for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a another Warrant Certificate or Warrant Certificates duly authorized of like tenor and executed by representing in the Company, as so requested. The aggregate a like number of Warrant Agent Shares: provided that the -------- Company shall not be required to effect issue any Warrant Certificate representing any fractional Warrant Shares. Sect-1on I.5 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. --------------------------------------------------------- If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company shall issue, execute and deliver, in exchange or transfer which will result in the issuance and substitution for and upon cancellation of a mutilated Warrant Certificate, or in lieu of or in substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant Certificate evidencing a fraction of a Warrant or a representing an equivalent number of full Warrants and a fraction or Warrant Shares. If required by the Company, the Holder of a Warrantthe mutilated, lost, stolen or destroyed Warrant Certificate must provide indemnity sufficient to protect the Company from any loss which it may suffer if the Warrant Certificate is replaced. All Any such new Warrant Certificates issued upon any exchange or transfer of Warrant Certificates Certificate shall be the valid obligations constitute an original contractual obligation of the Company, evidencing whether or not the same obligationsallegedly lost, and entitled to the same benefits under this stolen, mutilated or destroyed Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transferCertificate shall be at any time enforceable by anyone.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to If registered Warrants -- the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or and at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates.] [If Offered Debt Securities and Warrants which are not immediately detachable -- Prior to the Detachable Date, upon surrender a Warrant Certificate may be exchanged [or transferred] only together with the Offered Debt Security to which such Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt Security. Additionally, on or prior to the Detachable Date, each [transfer or] exchange of an Offered Debt Security [on the register of the Offered Debt Securities] shall operate also to transfer or exchange the Warrant Certificate or Certificates to which such Offered Debt Security was initially attached. After the Detachable Date, upon] [If Offered Debt Securities and Warrants which are immediately detachable or if the Warrants alone --Upon] surrender at the place or places set forth in the Warrant Certificate or Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed [or accompanied by appropriate instruments of transfer and accompanied by written instructions for transfer[transfer or] exchange, all in form reasonably satisfactory to the Company and the Warrant Agent., such Warrant Certificates may be exchanged for other Warrant Certificates [If registered Warrants -- or may be transferred in whole or in part]] [If bearer Warrants -- the Warrant Certificates, and all rights thereunder, may be exchanged by delivery to the Company and the Warrant Agent may treat the bearer thereof as the owner for all purposes]; provided that Warrant Certificates issued in exchange for [or upon transfer of] surrendered Warrant Certificates shall evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. No service charge shall be made for any exchange [or transfer transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer transfer], the Company shall execute and an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer transfer] which will would result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing evidence the same obligations, and be entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates Certificate surrendered for such exchange [or transfer].

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.[or

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - ISSUED INDEPENDENT OF ANY OFFERED SECURITIES--Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE DETACHABLE--Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security Securities to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On or prior Prior to the Detachable Date, each transfer of the Offered Security [on the register of maintained with respect to the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date Date, upon] surrender at the principal corporate trust office of the Warrant Agent [or [__________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price such Warrants [IF REGISTERED WARRANTS - WARRANTS--or the transfer may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ]; provided that such other Warrant Certificates evidence the same aggregate a like number of Warrants as the Warrant Certificates so surrendered.] . [IF REGISTERED AND BEARER WARRANTS - The Warrant Agent shall keep(SUBJECT TO ANY LIMITATIONS IMPOSED WITH RESPECT TO SUCH EXCHANGES)--After the Detachable Date, upon] [Upon] surrender at its the principal corporate trust office of the Warrant Agent [or at __________], Warrant Certificates in bearer form may be exchanged for Warrant Certificates in registered form evidencing a like number of Warrants.] [IF REGISTERED WARRANTS-- The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, Certificates upon surrender of the Warrant Certificates to the Warrant Agent at its principal corporate trust office [or at _or_____] for exchange [or registration of transfer], properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No The Company may require payment of a service charge shall be made for any exchange [or transfer registration of transfer] of Warrant Certificates, but the Company and may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or registration of transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer registration of transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE If Offered --------------------------------------------- Securities with Warrants which are immediately detachable or Warrants alone - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE If Offered Securities with Warrants which are not immediately detachable- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior to the Detachable Date, each transfer of the Offered Security on the register of the Offered Securities shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [__________ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS If registered Warrants - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS If bearer or registered Warrants - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS If registered Warrants - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________] for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] No service charge shall be made for any exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transfer.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. (a) [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE [If Securities and Warrants that are not immediately detachable -------------------------------------------------------------- are offered - Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE Prior to the Detachable Date a Detachment Date, a] [A] Warrant Certificate may be ----------- exchanged or transferred only together with the Offered Security to which the such Warrant Certificate was initially is attached, and only for the purposes purpose of effecting effecting, or in conjunction with with, an exchange or transfer of such Offered Security. On Furthermore, [on or prior to the Detachable Detachment Date, ,] each transfer of the an Offered Security on the register of the relating to such Offered Securities shall operate also to transfer the related Warrants to which such Offered Security was initially attached. [From and after the Detachment Date, the above provisions shall be of no further force and effect and a]] [If Securities and ----------------- Warrants that are immediately detachable are offered - A] Warrant Certificates. After Certificate ---------------------------------------------------- may be transferred at the Detachable Date upon] option of the holder thereof upon surrender of such Warrant Certificate at the corporate trust office of the Warrant Agent or [__________], Warrant Certificates may be exchanged for other Warrant Certificates in denominations evidencing Warrants, each Warrant entitling the holder thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred in whole or in part] [IF BEARER OR REGISTERED WARRANTS - provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - The Warrant Agent shall keep, at its corporate trust office [or at __________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at ______] for transferAgent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 1.02, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. (b) [If Securities and Warrants that are not immediately detachable -------------------------------------------------------------- are offered - After the Detachment Date, upon] [Upon] surrender at the corporate ----------- trust office of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to the Company and the Warrant Agent, a Warrant Certificate of one denomination may be exchanged for Warrant Certificates in any other authorized denominations; provided, however, that such Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. (c) The Warrant Agent shall keep, at its corporate trust office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 1.03, an authorized officer of the Warrant Agent shall manually countersign and deliver the Warrant Certificates which the holder making the transfer or exchange is entitled to receive. (d) No service charge shall be made for any transfer or exchange or transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange transfer or transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer an authorized officer of the Warrant Agent shall countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as the Warrant Certificates surrendered for such exchange or transferexchange.

Exchange and Transfer of Warrant Certificates. SECTION 4.01. EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES. [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE - -- Upon] [IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Security to which the Warrant Certificate was initially attached, and only for the purposes purpose of effecting or in conjunction with an exchange or transfer of such Offered Security. On or prior Prior to the any Detachable Date, each transfer of the Offered Security [on the register of the Offered Securities Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or [__________________], Warrant Certificates evidencing Warrants may be exchanged for other Warrant Certificates in other denominations evidencing Warrants, each Warrant entitling such Warrants or the holder transfer thereof to purchase [_____ shares] [$_____________ principal amount of Warrant Securities or its equivalent in a foreign currency or composite currency] at the Warrant Price [IF REGISTERED WARRANTS - or may be transferred registered in whole or in part] [IF BEARER OR REGISTERED WARRANTS - ; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered.] [IF REGISTERED WARRANTS - . The Warrant Agent shall keep, at its corporate trust office [or and at __________________________], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or at __________________________] for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent.] . No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or transfer registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, obligations and entitled to the same benefits under this Warrant Agreement, Agreement as the Warrant Certificates Certificate surrendered for such exchange or registration of transfer.