Common use of Form, Execution and Delivery of Warrant Certificates Clause in Contracts

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") on which the Warrants may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer or one of its managing directors and attested by its secretary or an assistant secretary. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsUpon request of any Holder, its Warrants may be evidenced by one or more Warrant Certificates. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this AgreementAgreement (but which do not affect the rights, duties or responsibilities of the Warrant Agent). Each Warrant upon its initial issuance hereunder shall be a Restricted Warrant and may represent any whole number of Warrantseach Warrant Certificate, if any, evidencing such Warrant will bear the Restricted Warrant Legend unless the restrictions on transfer are removed in accordance with Section 2.5(d). The Each Warrant Certificates Certificate evidencing such Warrant may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements printed, typewritten, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange or electronic market on which the Common Stock or the Warrants may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its presidentChief Executive Officer, President, its chief financial officerChief Operating Officer, its treasurer Chief Financial Officer or one of its managing directors and attested by its secretary or an assistant secretaryany Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person Person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch Persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 2.2, although regardless of whether at the date of the execution of this Warrant Agreement any such person Person was not such officer. (f) If any Warrant Shares issued upon exercise of Warrants have restrictions on transfer under the Securities Act, any stock certificate evidencing the same shall bear a restrictive legend until such restrictions on transfer are removed in the manner provided in Section 2.5(d).

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Certificates (“Warrant Certificates”) evidencing the Warrants of each series shall be represented by certificates issued as Registered Warrants in registered form substantially in the form of Exhibit A hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as set forth in Exhibit A hereto (a Board Resolution or, to the "Warrant Certificates")extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer’s Certificate detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and which that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") on which the Warrants may be listed, or rules of any securities depositoryexchange, or to conform to general usage, all as may be determined by the Officers executing such Warrant Certificates, as evidenced by their execution of such Warrant Certificates. The Warrant Certificates shall be signed on behalf of the Company Issuer by its chairman, its president, its chief financial officer, its treasurer or one of its managing directors and attested by its secretary or an assistant secretaryOfficer. The signature of any of such officers Such signatures may be either the manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. The Definitive Warrant Certificates shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Warrants, as evidenced by their execution of such Warrants. (b) In case any officer of the Company Officer who shall have signed a Warrant Certificate, either manually or by facsimile signature, Certificate shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company Issuer or delivered by the CompanyIssuer, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the CompanyOfficer and thereupon shall nevertheless be valid; and the a Warrant Certificate may be signed on behalf of the Company Issuer by any person who, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer of the Company Officer to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officeran Officer. (c) Pending the preparation of final Warrant Certificates evidencing Warrants of any series, the Issuer may execute and the Warrant Agent shall countersign and deliver temporary Warrant Certificates evidencing such Warrants (printed, lithographed, typewritten or otherwise produced, in each case in form satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be issuable substantially in the form of the final Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary Warrant Certificates, all as may be determined by the Issuer with the concurrence of the Warrant Agent. Such temporary Warrant Certificates may contain such reference to any provisions of this Agreement as may be appropriate. Every such temporary Warrant Certificate shall be executed by the Issuer and shall be countersigned and delivered by the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as the final Warrant Certificates. Without unreasonable delay, the Issuer shall execute and shall furnish final Warrant Certificates and thereupon such temporary Warrant Certificates may be surrendered in exchange therefor without charge, at any agency maintained by the Issuer for such purpose as specified in this Agreement, and the Warrant Agent shall countersign and deliver in exchange for such temporary Warrant Certificates final Warrant Certificates evidencing a like aggregate number of Warrants of the same series and of like tenor as those evidenced by such temporary Warrant Certificates. Until so exchanged, such temporary Warrant Certificates and the Warrants evidenced thereby shall be entitled to the same benefits under this Agreement as final Warrant Certificates and the Warrants evidenced thereby.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of whole Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depositorythe Depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer president or one of its managing directors vice presidents and under its corporate seal reproduced thereon and attested by its secretary or an assistant secretary. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Certificates ("Warrant Certificates") evidencing the Universal Warrants of each series shall be represented by certificates in registered form substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as defined below) (as set forth in Exhibit A hereto a Board Resolution or, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate (the "Warrant Certificates")as defined below) detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") on which the Universal Warrants of such series may be listed, or of any securities depository, or to conform to usage. The chairman of the board of directors, the chief executive officer, the president, the chief financial officer, the chief administrative officer, the chief accounting officer or any Managing Director and the treasurer or any assistant treasurer or the secretary or any assistant secretary shall execute the Warrant Certificates shall be signed for the Company by facsimile or manual signature in the name and on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer or one of its managing directors and attested by its secretary or an assistant secretaryCompany. The seal of the Company, if any, shall be reproduced on the Warrant Certificates. If an officer whose signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any is on a Warrant Certificate no longer holds that has been duly countersigned and delivered by office at the time the Warrant Agent. (b) In case any officer of Certificate is authenticated, the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officervalid.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Each Global Warrant Certificate shall be represented evidenced by certificates a certificate in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of whole Warrants. The Each Global Warrant Certificates Certificate may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depositorythe Depository, or to conform to usage. (b) The Warrant Agent is authorized, upon receipt of a Global Warrant Certificate from the Company, duly executed on behalf of the Company, and a written order from the Company, to countersign such Global Warrant Certificate. The Global Warrant Certificate shall be manually countersigned and dated the date of its countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall deliver the Global Warrant Certificate to or upon the order of the Company. One or more Global Warrant Certificates may be executed by the Company and delivered to the Warrant Agent on or after the date of execution of this Agreement; provided that only one Global Warrant Certificate shall be signed outstanding at any one time. The Company reserves the right to issue, from time to time after the date of execution of this Agreement, additional Warrants, and in connection therewith the Global Warrant Certificate may be exchanged for a new Global Warrant Certificate to reflect the issuance by the Company of such additional Warrants. To effect such an exchange the Company shall deliver to the Warrant Agent a new Global Warrant Certificate duly executed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer or one of its managing directors and attested by its secretary or an assistant secretarya written instruction as provided in this Section 1.02. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature Warrant Agent shall not affect authenticate the validity or enforceability of any new Global Warrant Certificate that has been duly countersigned as provided in this Section and delivered shall deliver the new Global Warrant Certificate to the Depository in exchange for, and upon receipt of, the Global Warrant Certificate then held by the Depository. The Warrant AgentAgent shall cancel the Global Warrant Certificate delivered to it by the Depository, destroy such Global Warrant Certificate and provide a certificate of destruction to the Company. (bc) In case any officer of the Company who shall have signed a Global Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Global Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Global Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Global Warrant Certificate had not ceased to be such officer of the Company; and the Global Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant Certificate, shall be a proper officer of the Company to sign such Global Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer. (d) The Global Warrant Certificate will initially be registered in the name of a nominee of The Depository Trust Company (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company). The Warrant holdings of the Depository participants (the "Participants") will be recorded on the books of the Depository. The holdings of customers of the Participants and the identity of the Warrantholders will be reflected on the books and records of such Participants and will not be known to the Warrant Agent, the Company, the Calculation Agent or the Depository. The Global Warrant Certificate will be held by the Depository or its agent. The Company may from time to time select a new entity to act as Depository with respect to the Warrants and, if such selection is made, the Company shall promptly give the Warrant Agent written notice to such effect identifying the new Depository, and the Global Warrant Certificate shall be delivered to the Warrant Agent and shall be transferred to the new Depository as provided below as promptly as possible. Appropriate changes may be made in the forms of the Global Warrant Certificate, the Exercise Notice and the related notices to be delivered in connection with an exercise to reflect the selection of the new Depository. (e) Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of the Global Warrant Certificate in its records (which may be maintained electronically), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, only to the Depository, to another nominee of the Depository, to a successor Depository or to a nominee of a successor Depository, upon surrender of such Global Warrant Certificate, duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly executed by the registered holder thereof or by the duly appointed legal representative thereof, or by its duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in New York City or by a member of a national securities exchange. Upon any such registration of transfer, a new Global Warrant Certificate shall be issued to the transferee and the surrendered Global Warrant Certificate shall be canceled by the Warrant Agent. The Global Warrant Certificate may be transferred as provided above at the option of the holder thereof, when surrendered to the Warrant Agent's Office, or at the office of any successor Warrant Agent (as provided in Section 5.03 hereof), for another Global Warrant Certificate of like tenor and representing an equal number of unexercised Warrants. (f) Except as provided in Section 1.03 hereof, no service charge shall be made for any registration of transfer or exchange of Global Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Global Warrant Certificates, other than exchanges pursuant to this Section 1.02 not involving any transfer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by its chairmanany of the Chairman of the Board, its presidentthe President, its chief financial officerthe Chief Financial Officer, its treasurer the Chief Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer or one any other officer specifically designated by the Board of its managing directors Directors and attested by its secretary or an assistant secretary. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Each Global Warrant Certificate shall be represented evidenced by certificates a certificate in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of whole Warrants. The Each Global Warrant Certificates Certificate may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depositorythe Depository, or to conform to usage. (b) The Warrant Agent is authorized, upon receipt of a Global Warrant Certificate from the Company, duly executed on behalf of the Company, and a written order from the Company, to countersign such Global Warrant Certificate. The Global Warrant Certificate shall be manually countersigned and dated the date of its countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall deliver the Global Warrant Certificate to or upon the order of the Company. One or more Global Warrant Certificates may be executed by the Company and delivered to the Warrant Agent on or after the date of execution of this Agreement; provided that only one Global Warrant Certificate shall be signed outstanding at any one time. The Company reserves the right to issue, from time to time after the date of execution of this Agreement, additional Warrants, and in connection therewith the Global Warrant Certificate may be exchanged for a new Global Warrant Certificate to reflect the issuance by the Company of such additional Warrants. To effect such an exchange the Company shall deliver to the Warrant Agent a new Global Warrant Certificate duly executed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer or one of its managing directors and attested by its secretary or an assistant secretarya written instruction as provided in this Section 1.02. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature Warrant Agent shall not affect authenticate the validity or enforceability of any new Global Warrant Certificate that has been duly countersigned as provided in this Section and delivered shall deliver the new Global Warrant Certificate to the Depository in exchange for, and upon receipt of, the Global Warrant Certificate then held by the Depository. The Warrant AgentAgent shall cancel the Global Warrant Certificate delivered to it by the Depository, destroy such Global Warrant Certificate and provide a certificate of destruction to the Company. (bc) In case any officer of the Company who shall have signed a Global Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Global Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Global Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Global Warrant Certificate had not ceased to be such officer of the Company; and the Global Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant Certificate, shall be a proper officer of the Company to sign such Global Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer. (d) The Global Warrant Certificate will initially be registered in the name of a nominee of The Depository Trust Company (the “Depository”, which term, as used herein, includes any successor securities depository selected by the Company). The Warrant holdings of the Depository participants (the “Participants”) will be recorded on the books of the Depository. The holdings of customers of the Participants and the identity of the Warrantholders will be reflected on the books and records of such Participants and will not be known to the Warrant Agent, the Company, the Calculation Agent or the Depository. The Global Warrant Certificate will be held by the Depository or its agent. The Company may from time to time select a new entity to act as Depository with respect to the Warrants and, if such selection is made, the Company shall promptly give the Warrant Agent written notice to such effect identifying the new Depository, and the Global Warrant Certificate shall be delivered to the Warrant Agent and shall be transferred to the new Depository as provided below as promptly as possible. Appropriate changes may be made in the forms of the Global Warrant Certificate, the Exercise Notice and the related notices to be delivered in connection with an exercise to reflect the selection of the new Depository. (e) Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of the Global Warrant Certificate in its records (which may be maintained electronically), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, only to the Depository, to another nominee of the Depository, to a successor Depository or to a nominee of a successor Depository, upon surrender of such Global Warrant Certificate, duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly executed by the registered holder thereof or by the duly appointed legal representative thereof, or by its duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in New York City or by a member of a national securities exchange. Upon any such registration of transfer, a new Global Warrant Certificate shall be issued to the transferee and the surrendered Global Warrant Certificate shall be canceled by the Warrant Agent. The Global Warrant Certificate may be transferred as provided above at the option of the holder thereof, when surrendered to the Warrant Agent’s Office, or at the office of any successor Warrant Agent (as provided in Section 5.03 hereof), for another Global Warrant Certificate of like tenor and representing an equal number of unexercised Warrants. (f) Except as provided in Section 1.03 hereof, no service charge shall be made for any registration of transfer or exchange of Global Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Global Warrant Certificates, other than exchanges pursuant to this Section 1.02 not involving any transfer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Certificates (“Warrant Certificates”) evidencing the Warrants of each series shall be represented by certificates in registered form substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as defined below) of the Company (as set forth in Exhibit A hereto a Board Resolution of the Company or, to the extent established pursuant to, rather than set forth in, a Board Resolution of the Company, in an Officer’s Certificate (as defined below) of the "Warrant Certificates")Company detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "“SRO"”) on which the Warrants of such series may be listedlisted or quoted, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by its chairmana manager, its the president, its chief financial officerany vice president, its the treasurer or one any assistant treasurer or such other person specifically designated by the Board of its managing directors and the Company to execute Warrant Certificates, which signature may or may not be attested by its the secretary, an assistant secretary or an assistant secretarya manager of the Company. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsWarrant Certificates evidencing Warrants to purchase not more than [$_______ in aggregate principal amount] [____] of Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [, the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, Vice Chairman of the Board, President or any Vice President, and by its president, its chief financial officer, its treasurer Secretary or one any of its managing directors and attested by Assistant Secretaries, under its secretary or an assistant secretarycorporate seal. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical The seal of the Company may be in the form of a facsimile thereof and other minor errors may be impressed, affixed, imprinted or defects in any otherwise reproduced on the Warrant Certificates. Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated as of the date of its countersignature. Subsequent to the original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates, or upon the partial exercise of Warrants evidenced by a Warrant Certificate, as hereinafter provided. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The terms "holder", "holder of Warrants" and "holder of Warrant Certificates" as used herein shall mean any person in whose name any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose [If Securities and Warrants that are not immediately --------------------------------------------------- detachable are offered or, prior to the Detachment Date, the person in whose ---------------------- name the Offered Security to which such Warrant Certificate was initially attached is registered upon the register relating to such Offered Securities. At all times prior to the Detachment Date, the Company will, or will cause the registrar of the Offered Securities to, make available to the Warrant Agent such information as to holders of the Offered Securities as may be necessary to keep the Warrant Agent's records current].

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer or any one of its managing directors the Chairman of the Board, the President, the Chief Financial Officer, the Chief Strategic and Administrative Officer, the Chief Legal Officer, the Treasurer, any Assistant Treasurer or any other officer specifically designated by the Board of Directors and attested by its secretary or an assistant secretary. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by any of the chairman of its chairmanBoard of Directors, its president, any vice chairman of its Board of Directors or the chief financial officerofficer (or any other officer certified by any of the foregoing officers in an Officers' Certificate to be an executive officer of the Issuer) in each case under its corporate seal which may, its treasurer or one of its managing directors and but need not be attested by its secretary or an one or more of its assistant secretarysecretaries [except that the Global Warrant Certificate may be executed by any such officer without any necessity that such signature be under seal as aforesaid]. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Certificates ("Warrant Certificates") evidencing the Universal Warrants of each series shall be represented by certificates in registered form substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as defined below) (as set forth in Exhibit A hereto a Board Resolution or, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate (the "Warrant Certificates")as defined below) detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-self- regulatory organization (an "SRO") on which the Universal Warrants any of such series may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by the chairman of its chairmanBoard of Directors, any vice chairman of its presidentBoard of Directors or the Chief Financial Officer (or any other officer certified by any of the foregoing officers in an Officers' Certificate to be an executive officer of the Company) in each case under its corporate seal which may, its chief financial officer, its treasurer but need not be attested by the secretary or one of its managing directors and attested assistant secretaries of the Company [except that the Global Warrant Certificate may be executed by its secretary or an assistant secretaryany such officer without any necessity that such signature be under seal as aforesaid]. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by any of the chairman of its chairmanBoard of Directors, its president, any vice chairman of its Board of Directors or the chief financial officerofficer (or any other officer certified by any of the foregoing officers in an Officers' Certificate to be an executive officer of the Issuer), in each case under its treasurer or one of its managing directors and corporate seal which may, but need not be attested by its secretary or an one or more of its assistant secretarysecretaries [except that the Global Warrant Certificate may be executed by any such officer without any necessity that such signature be under seal as aforesaid]. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [______] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form - Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together - , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its president, its chief financial officer, its treasurer President or one of its managing directors and attested by its secretary any Executive or an assistant secretarySenior Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form - , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form - (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Global Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided in Section 1.02 and shall deliver each new Global Warrant Certificate to the Depository. The Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [____] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate --------- insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form: Each ------------------------------------------ Book-Entry Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book- entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together:, ------------------------------------------------------ the Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its presidentChief Executive Officer, its chief financial officerPresident, its treasurer Chief Financial Officer, Vice Chairman of the Board, Vice Chairman or one of its managing directors and attested by its secretary or an assistant secretaryany Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form:, ------------------------------------------------ except as stated below with respect to Warrants evidenced by a Book-Entry Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Holder shall not be ------------------------------------------------ entitled to receive Warrants in physical, certificated form unless (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Warrant Certificate or if at any time it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor within 90 days or (ii) the Company at any time shall determine to have the Warrants represented by definitive Warrant Certificates and shall execute and deliver to the Warrant Agent a written order signed in the name of the Company by its Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Chairman of the Board, Vice Chairman or Vice President, stating that the Company wishes to issue Warrants in definitive form in exchange for such Book-Entry Warrant Certificate. In any such instance, and in accordance with the provisions of this Agreement, each Holder shall be entitled to have registered in its name the number of Warrants in definitive form equivalent to such Holder's beneficial interest in such Book-Entry Warrant Certificate and shall receive physical delivery of definitive Warrant Certificates representing such Warrants from the Depositary.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Each Global Warrant Certificate shall be represented evidenced by certificates a certificate in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of whole Warrants. The Each Global Warrant Certificates Certificate may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depositorythe Depository (as defined herein), or to conform to usage. (b) The Warrant Agent is authorized, upon receipt of a Global Warrant Certificate from the Company, duly executed on behalf of the Company, and a written order from the Company, to countersign such Global Warrant Certificate. The Global Warrant Certificate shall be manually countersigned and dated the date of its countersignature by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall deliver the Global Warrant Certificate to or upon the order of the Company. One or more Global Warrant Certificates may be executed by the Company and delivered to the Warrant Agent on or after the date of execution of this Agreement; provided that only one Global Warrant Certificate shall be signed outstanding at any one time. The Company reserves the right to issue, from time to time after the date of execution of this Agreement, additional Warrants, and in connection therewith the Global Warrant Certificate may be exchanged for a new Global Warrant Certificate to reflect the issuance by the Company of such additional Warrants. To effect such an exchange the Company shall deliver to the Warrant Agent a new Global Warrant Certificate duly executed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer or one of its managing directors and attested by its secretary or an assistant secretarya written instruction as provided in Section 1.02. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature Warrant Agent shall not affect authenticate the validity or enforceability of any new Global Warrant Certificate that has been duly countersigned as provided in this Section and delivered shall deliver the new Global Warrant Certificate to the Depository in exchange for, and upon receipt of, the Global Warrant Certificate then held by the Depository. The Warrant AgentAgent shall cancel the Global Warrant Certificate delivered to it by the Depository, destroy such Global Warrant Certificate and provide a certificate of destruction to the Company. (bc) In case any officer of the Company who shall have signed a Global Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Global Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Global Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Global Warrant Certificate had not ceased to be such officer of the Company; and the Global Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant Certificate, shall be a proper officer of the Company to sign such Global Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer. (d) The Global Warrant Certificate will initially be registered in the name of a nominee of The Depository Trust Company (the "Depository", which term, as used herein, includes any successor securities depository selected by the Company). The Warrant holdings of the Depository participants (the "Participants") will be recorded on the books of the Depository. The holdings of customers of the Participants and the identity of the Warrantholders will be reflected on the books and records of such Participants and will not be known to the Warrant Agent, the Company, the Determination Agent or the Depository. The Global Warrant Certificate will be held by the Depository or its agent. The Company may from time to time select a new entity to act as Depository with respect to the Warrants and, if such selection is made, the Company shall promptly give the Warrant Agent written notice to such effect identifying the new Depository, and the Global Warrant Certificate shall be delivered to the Warrant Agent and shall be transferred to the new Depository as provided below as promptly as possible. Appropriate changes may be made in the forms of the Global Warrant Certificate, the Exercise Notice (as defined herein) and the related notices to be delivered in connection with an exercise to reflect the selection of the new Depository. (e) Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of the Global Warrant Certificate in its records (which may be maintained electronically), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, only to the Depository, to another nominee of the Depository, to a successor Depository or to a nominee of a successor Depository, upon surrender of such Global Warrant Certificate, duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly executed by the registered holder thereof or by the duly appointed legal representative thereof, or by its duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a member of a national securities exchange. Upon any such registration of transfer, a new Global Warrant Certificate shall be issued to the transferee and the surrendered Global Warrant Certificate shall be canceled by the Warrant Agent. The Global Warrant Certificate may be transferred as provided above at the option of the holder thereof, when surrendered to the Warrant Agent's Office, or at the office of any successor Warrant Agent (as provided in Section 5.03), for another Global Warrant Certificate of like tenor and representing an equal number of unexercised Warrants. (f) Except as provided in Section 1.03, no service charge shall be made for any registration of transfer or exchange of Global Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Global Warrant Certificates, other than exchanges pursuant to this Section 1.02 not involving any transfer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificate evidencing Warrants to purchase not more than [______] [$______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book- Entry form: Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such be conclusive evidence of such approval) and may have such letters, numbers number or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together: , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChief Executive Officer, its president, its chief financial officer, its treasurer President or one of its managing directors and attested by its secretary any Executive or an assistant secretarySenior Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order o the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form: , except as stated below with respect to Warrants evidenced by a global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new global Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Global Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided in Section 1.02 and shall deliver each new Global Warrant Certificate to the Depository. The Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [____] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.3, 1.4 and 2.3(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter [, including upon the Detachment Date]. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form: Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depositary in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together: , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its president, its chief financial officer, its treasurer any Vice Chairman of the Board or one of its managing directors and attested by its secretary or an assistant secretaryany President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.2, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form: , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Global Warrant Certificates duly executed on behalf of the Company as provided in Section 1.2. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided in Section 1.2 and shall deliver each new Global Warrant Certificate to the Depositary. The Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depositary in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Each Global Warrant Certificate shall be represented evidenced by certificates a certificate in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of whole Warrants. The Each Global Warrant Certificates Certificate may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depositorythe Depository, or to conform to usage. . (b) The Warrant Certificates shall be signed Agent is authorized, upon receipt of a Global Warrant Certificate from the Company, duly executed on behalf of the Company by its chairmanCompany, its presidentand a written order from the Company, its chief financial officer, its treasurer or one to countersign such Global Warrant Certificate. The Global Warrant Certificate shall be manually countersigned and dated the date of its managing directors and attested by its secretary or an assistant secretary. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered countersignature by the Warrant AgentAgent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall deliver the Global Warrant Certificate to or upon the order of the Company. One or more Global Warrant Certificates may be executed by the Company and delivered to the Warrant Agent on or after the date of execution of this Agreement; provided that only one Global Warrant Certificate shall be outstanding at any one time. (bc) In case any officer of the Company who shall have signed a Global Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Global Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Global Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Global Warrant Certificate had not ceased to be such officer of the Company; and the Global Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant Certificate, shall be a proper officer of the Company to sign such Global Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer. (d) The Global Warrant Certificate will initially be registered in the name of a nominee of The Depository Trust Company (the “Depository”, which term, as used herein, includes any successor securities depository selected by the Company). The Warrant holdings of the Depository participants (the “Participants”) will be recorded on the books of the Depository. The holdings of customers of the Participants and the identity of the Warrantholders will be reflected on the books and records of such Participants and will not be known to the Warrant Agent, the Company, the Calculation Agent or the Depository. The Global Warrant Certificate will be held by the Depository or its agent. The Company may from time to time select a new entity to act as Depository with respect to the Warrants and, if such selection is made, the Company shall promptly give the Warrant Agent written notice to such effect identifying the new Depository, and the Global Warrant Certificate shall be delivered to the Warrant Agent and shall be transferred to the new Depository as provided below as promptly as possible. Appropriate changes may be made in the forms of the Global Warrant Certificate, the Exercise Notice and the related notices to be delivered in connection with an exercise to reflect the selection of the new Depository. (e) Except as otherwise provided herein or in the Global Warrant Certificate, the Warrant Agent shall from time to time register the transfer of the Global Warrant Certificate in its records (which may be maintained electronically), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, only to the Depository, to another nominee of the Depository, to a successor Depository or to a nominee of a successor Depository, upon surrender of such Global Warrant Certificate, duly endorsed, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly executed by the registered holder thereof or by the duly appointed legal representative thereof, or by its duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in New York City or by a member of a national securities exchange. Upon any such registration of transfer, a new Global Warrant Certificate shall be issued to the transferee and the surrendered Global Warrant Certificate shall be canceled by the Warrant Agent. The Global Warrant Certificate may be transferred as provided above at the option of the holder thereof, when surrendered to the Warrant Agent’s Office, or at the office of any successor Warrant Agent (as provided in Section 5.03 hereof), for another Global Warrant Certificate of like tenor and representing an equal number of unexercised Warrants. (f) Except as provided in Section 1.03 hereof, no service charge shall be made for any registration of transfer or exchange of Global Warrant Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Global Warrant Certificates, other than exchanges pursuant to this Section 1.02 not involving any transfer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [____] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in SECTIONS 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit EXHIBIT A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [IF WARRANTS ARE ISSUED IN BOOK-ENTRY FORM: Each Book-Entry Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [IF SECURITIES AND WARRANTS ARE TO BE OFFERED TOGETHER: , the Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its presidentChief Executive Officer, its chief financial officerPresident, its treasurer Chief Financial Officer or one of its managing directors and attested by its secretary or an assistant secretaryany Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this SECTION 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM: , except as stated below with respect to Warrants evidenced by a Book-Entry Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [IF WARRANTS ARE TO BE ISSUED IN BOOK-ENTRY FORM: (g) A Holder shall not be entitled to receive Warrants in physical, certificated form unless (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Warrant Certificate or if at any time it has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company does not appoint a successor within 90 days or (ii) the Company at any time shall determine to have the Warrants represented by definitive Warrant Certificates and shall execute and deliver to the Warrant Agent a written order signed in the name of the Company by its Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer or Vice President, stating that the Company wishes to issue Warrants in definitive form in exchange for such Book-Entry Warrant Certificate. In any such instance, and in accordance with the provisions of this Agreement, each Holder shall be entitled to have registered in its name the number of Warrants in definitive form equivalent to such Holder's beneficial interest in such Book-Entry Warrant Certificate and shall receive physical delivery of definitive Warrant Certificates representing such Warrants from the Depositary.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more warrant certificates evidencing Warrants (each a “Warrant Certificate” which, for the avoidance of doubt, shall include Global Warrant Certificates) to purchase not more than [ Warrant Shares] in the aggregate (except as provided in Sections 1.03, 1.04, 1.05 and 2.03(e) and Article V) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depositary in order for it to accept the Warrants for its book-entry settlement system. Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the persons executing the same on behalf of the Company (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers persons executing the same on behalf of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants or the Warrant Shares may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer any executive officer of the Company or one of its managing directors and attested by its the secretary or an any assistant secretarysecretary of the Company or any other person duly appointed by the Board of Directors. The signature of any of such officers person on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer person who has signed any Warrant Certificate on behalf of the Company who shall have signed a Warrant CertificateCompany, either manually or by facsimile signature, shall cease to be hold such officer title and status before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be hold such officer title and status of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any such person whoas, at the actual date of the execution of such Warrant Certificate, shall be a proper executive officer (or other officer of similar title or status) or Secretary or Assistant Secretary or other person (with similar title and status) duly appointed by the Company to sign such Warrant CertificateBoard of Directors, although as specified in this Section 1.02, regardless of whether at the date of the execution of this Warrant Agreement any such person was not ceased to hold such officertitle and status.

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Certificates ("Warrant Certificates") evidencing the Universal Warrants of each series shall be represented by certificates in registered form substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as defined below) (as set forth in Exhibit A hereto a Board Resolution or, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer's Certificate (the "Warrant Certificates")as defined below) detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") on which the Universal Warrants of such series may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by its chairman, its president, its the chief financial officer, its the treasurer or one any assistant treasurer or such other person specifically designated by the Board of its managing directors and Directors to execute Warrant Certificates, which signature may or may not be attested by its the secretary or an assistant secretarysecretary of the Company. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) One Warrant Certificate evidencing Warrants to purchase not more than such number of Class A Common Shares as set forth on Schedule I hereto (subject to adjustment as provided for in section 2.04) will be executed by the Corporation and delivered to each Initial Holder upon the execution of this Agreement. (b) The WarrantsWarrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company Corporation executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange or electronic market on which the Warrants may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company Corporation by its chairmanChairman, its presidentChief Executive Officer, its chief financial officerPresident, its treasurer Chief Financial Officer or one of its managing directors and attested by its secretary or an assistant secretaryany Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. (c) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual or facsimile signature of the Initial Holder. Typographical and other minor errors or defects in any such Such signature shall not affect by the validity or enforceability of Initial Holder upon any Warrant Certificate executed by the Corporation shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (bd) In case If any officer of the Company Corporation who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyInitial Holder, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the CompanyCorporation; and the any Warrant Certificate may be signed on behalf of the Company Corporation by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant CertificateCorporation as specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [____] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate --------- insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form: Each ------------------------------------------ Book-Entry Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book- entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together: , ------------------------------------------------------ the Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its presidentChief Executive Officer, its chief financial officerPresident, its treasurer Chief Financial Officer or one of its managing directors and attested by its secretary or an assistant secretaryany Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form: , ------------------------------------------------ except as stated below with respect to Warrants evidenced by a Book-Entry Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Book-Entry ------------------------------------------------ Warrant Certificate may be exchanged for a new Book-Entry Warrant Certificate, or one or more new Book-Entry Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Book-Entry Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Book-Entry Warrant Certificate as provided in Section 1.02 and shall deliver each new Book-Entry Warrant Certificate to the Depository. The Warrant Agent shall cancel each Book-Entry Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more warrant certificates evidencing Warrants (each a “Warrant Certificate” [If applicable: which, for the avoidance of doubt, shall include Global Warrant Certificate] to [purchase] [sell] not more than [ ] [$ in aggregate principal amount of] Warrant Property (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form: Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the persons executing the same on behalf of the Company (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers persons executing the same on behalf of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants or the Warrant Property may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairman, its president, its chief financial officer, its treasurer any Executive Director or one a Senior Executive (or other officer of its managing directors similar title or status) or the Secretary or a Deputy or Assistant Secretary or the Group Treasurer or a Senior Director or Director within Capital Planning or Group Financial Controller or any other person (with similar title and attested status) duly appointed by its secretary or an assistant secretarythe Board of Directors. The signature of any of such officers person on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer person who has signed any Warrant Certificate on behalf of the Company who shall have signed a Warrant CertificateCompany, either manually or by facsimile signature, shall cease to be hold such officer title and status before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be hold such officer title and status of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any such person whoas, at the actual date of the execution of such Warrant Certificate, shall be a proper Executive Director or Senior Executive (or other officer of similar title or status) or Secretary or Deputy or Assistant Secretary or Group Treasurer or Senior Director or Director within Capital Planning or Group Financial Controller or other person (with similar title and status) duly appointed by the Company to sign such Warrant CertificateBoard of Directors, although as specified in this Section 1.02, regardless of whether at the date of the execution of this Warrant Agreement any such person was not ceased to hold such officertitle and status. (f) The Holders [If Warrants are to be issued in Book-Entry form: , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] shall be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Global Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided in Section 1.02 and shall deliver each new Global Warrant Certificate to the Depository. The Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [ ] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form—Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together - , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its president, its chief financial officer, its treasurer President or one of its managing directors and attested by its secretary any Executive or an assistant secretarySenior Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form - , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form - (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates"), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation and such legends or endorsements as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and which are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants may be listed, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company by any one of the chairman of its chairmanBoard of Directors, its president, any vice chairman of its Board of Directors or the chief financial officerofficer (or any other officer certified by any of the foregoing officers in an Officers' Certificate to be an executive officer of the Issuer) in each case, under its treasurer or one of its managing directors and Corporate Seal which may, but need not be attested by its secretary or an one or more of its assistant secretarysecretaries [except that the Global Warrant Certificate may be executed by any such officer without any necessity that such signature be under seal as aforesaid]. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [____] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form: Each Book-Entry Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book- entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together: the Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its presidentChief Executive Officer, its chief financial officerPresident, its treasurer Chief Financial Officer or one of its managing directors and attested by its secretary or an assistant secretaryany Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book- Entry form: , except as stated below with respect to Warrants evidenced by a Book-Entry Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Book-Entry Warrant Certificate may be exchanged for a new Book-Entry Warrant Certificate, or one or more new Book-Entry Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Book-Entry Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Book-Entry Warrant Certificate as provided in Section 1.02 and shall deliver each new Book-Entry Warrant Certificate to the Depository. The Warrant Agent shall cancel each Book-Entry Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The Warrants, whenever issued, Certificates (“Warrant Certificates”) evidencing the Warrants of each series shall be represented by certificates in registered form substantially in the form of Exhibits I and II hereto or in such form (not inconsistent with this Agreement) as shall be established by or pursuant to one or more Board Resolutions (as defined below) (as set forth in Exhibit A hereto a Board Resolution or, to the extent established pursuant to, rather than set forth in, a Board Resolution, in an Officer’s Certificate (the "Warrant Certificates")as defined below) detailing such establishment) or in one or more agreements supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification or designation designation, including CUSIP numbers (the correctness of which shall not be the responsibility of the Warrant Agent), and such legends or endorsements as the officers of the Company Bank executing the same may approve (execution thereof to be conclusive evidence of such approval) and which that are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "“SRO"”) on which the Warrants of such series may be listedlisted or quoted, or of any securities depository, or to conform to usage. Warrant Certificates shall be signed on behalf of the Company Bank by its chairman, its president, its the chief financial officer, its the treasurer or one of its managing directors and any assistant treasurer or such other persons specifically designated by the Board to execute Warrant Certificates, which signature may or may not be attested by its the secretary or an assistant secretarysecretary of the Bank. The signature of any of such officers may be either manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant Certificate that has been duly countersigned and delivered by the Warrant Agent. (b) In case any officer of the Company who shall have signed a Warrant Certificate, either manually or by facsimile signature, shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the Company, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [____] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form: Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together: , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its president, its chief financial officer, its treasurer President or one of its managing directors and attested by its secretary any Executive or an assistant secretarySenior Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form: , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form: (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Global Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided in Section 1.02 and shall deliver each new Global Warrant Certificate to the Depository. The Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [______] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form - Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Page 2 Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together - , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its president, its chief financial officer, its treasurer President or one of its managing directors and attested by its secretary any Executive or an assistant secretarySenior Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form - , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form - (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional Page 3 Warrants. To effect such an exchange, the Company shall deliver to the Warrant Agent one or more new Global Warrant Certificates duly executed on behalf of the Company as provided in Section 1.02. The Warrant Agent shall authenticate each new Global Warrant Certificate as provided in Section 1.02 and shall deliver each new Global Warrant Certificate to the Depository. The Warrant Agent shall cancel each Global Warrant Certificate delivered to it by the Depository in exchange therefor, if any.]

Form, Execution and Delivery of Warrant Certificates. (a) The WarrantsOne or more Warrant Certificates evidencing Warrants to purchase not more than [______] [$_______ in aggregate principal amount of] Warrant Securities (except as provided in Sections 1.03, 1.04 and 2.03(e)) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. (b) Each Warrant Certificate, whenever issued, shall be represented by certificates in registered form substantially in the form set forth in Exhibit A hereto (the "Warrant Certificates")hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement. [If Warrants are issued in Book-Entry form - Each Global Warrant Certificate shall bear such legend or legends as may be required by the Depository in order for it to accept the Warrants for its book-entry settlement system.] Each Warrant Certificate shall be printed, and may represent any whole number of Warrants. The Warrant Certificates may have imprinted lithographed, typewritten, mimeographed or engraved on steel engraved borders or otherwise reproduced thereon in any other manner as may be approved by the officers executing the same (such execution to be conclusive evidence of such approval) and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (such execution thereof to be conclusive evidence of such approval) and which as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto, or with any rule or regulation of any self-regulatory organization (an "SRO") stock exchange on which the Warrants [If Securities and Warrants are to be offered together - , the Offered Securities] or the Warrant Securities may be listed, or of any securities depository, or to conform to usage. Each Warrant Certificates Certificate shall be signed on behalf of the Company by its chairmanChairman of the Board, its president, its chief financial officer, its treasurer President or one of its managing directors and attested by its secretary any Executive or an assistant secretarySenior Vice President. The signature of any of such officers officer on any Warrant Certificate may be either manual or facsimile. Typographical Each Warrant Certificate, when so signed on behalf of the Company, shall be delivered to the Warrant Agent together with an order for the countersignature and other minor errors or defects in any delivery of such signature shall not affect the validity or enforceability Warrants. (c) The Warrant Agent shall, upon receipt of any Warrant Certificate duly executed on behalf of the Company, countersign such Warrant Certificate and deliver such Warrant Certificate to or upon the order of the Company. Each Warrant Certificate shall be dated the date of its countersignature. (d) No Warrant Certificate shall be entitled to any benefit under this Agreement or be valid or obligatory for any purpose, and no Warrant evidenced thereby may be exercised, unless such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that such Warrant Certificate has been duly countersigned and delivered by issued under the Warrant Agentterms of this Agreement. (be) In case If any officer of the Company who shall have has signed a any Warrant Certificate, Certificate either manually or by facsimile signature, signature shall cease to be such officer before such Warrant Certificate shall have been countersigned and delivered by the Warrant Agent to the Company or delivered by the CompanyAgent, such Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Warrant Certificate had not ceased to be such officer of the Company; and the any Warrant Certificate may be signed on behalf of the Company by any person whosuch persons as, at the actual date of the execution of such Warrant Certificate, shall be a the proper officer officers of the Company to sign such Warrant Certificateas specified in this Section 1.02, although regardless of whether at the date of the execution of this Warrant Agreement any such person was not such officer. (f) The Holders shall [If Warrants are to be issued in Book-Entry form - , except as stated below with respect to Warrants evidenced by a Global Warrant Certificate,] be entitled to receive Warrants in physical, certificated form. [If Warrants are to be issued in Book-Entry form - (g) A Global Warrant Certificate may be exchanged for a new Global Warrant Certificate, or one or more new Global Warrant Certificates may be issued, to reflect the issuance by the Company of additional