Common use of Liability of Warrant Agent Clause in Contracts

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. (a) The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Holder holder of any Warrant Certificate Warrants for any action taken, or any failure to take action, taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or parties. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence or willful misconduct or bad faith. Notwithstanding anything contained in this Agreement to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. (b) From time to time, the Warrant Agent may apply to any officer of the Company for instruction and Company shall provide Warrant Agent with such instructions concerning the services to be provided hereunder. In addition, the Warrant Agent may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement, and the Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by the Company for any action taken or omitted by it in reliance upon any Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution held to have notice of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company change of authority of any covenant or condition contained in this Agreement or in any Warrant Certificate or person, until receipt of written notice thereof from the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessableCompany.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Global Warrant Holder of any Warrant Certificate for any action taken, taken or any failure to take action, not taken (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties or (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, or willful misconduct or bad faith or material breach of any representation or warranty of the Warrant Agent hereunder. The Company agrees to indemnify the Warrant Agent, its employees, officers, directors and affiliates (each, an “Indemnified Person”) and save any Indemnified Person harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or material breach of any representation or warranty of the Warrant Agent hereunder. The Warrant Agent shall be liable hereunder only for its gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or its material breach of any representation or warranty of the Warrant Agent hereunder. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any responsibility in respect of the validity provisions of this Agreement or the execution and delivery hereof by the Company for any consequential, indirect, punitive, special or in respect of the validity or execution incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Global Warrant Holder of any Warrant Certificate for any action taken, taken or any failure to take action, not taken (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties or (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, or willful misconduct or bad faith or material breach of any representation or warranty of the Warrant Agent hereunder. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non- appealable judgment) or material breach of any representation or warranty of the Warrant Agent hereunder. The Warrant Agent shall be liable hereunder only for its gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or its material breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Warrant Agreement. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any responsibility in respect of the validity provisions of this Agreement or the execution and delivery hereof by the Company for any consequential, indirect, punitive, special or in respect of the validity or execution incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for direct damages resulting from its own negligence gross negligence, bad faith or willful misconductwilful misconduct provided, further, that the Warrant Agent shall not be liable for any special or consequential damages in connection with any liability hereunder. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof thereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III IV hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock Warrant Shares or other securities will when issued be validly authorized and issued and fully paid and nonassessablenon-assessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Global Warrant Holder of any Warrant Certificate for any action taken or not taken, or any failure to take action, (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties or (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, or willful misconduct or bad faith or material breach of any representation or warranty of the Warrant Agent hereunder. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or material breach of any representation or warranty of the Warrant Agent hereunder. The Warrant Agent shall be liable hereunder only for its gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or its material breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Warrant Agreement. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any responsibility in respect of the validity provisions of this Agreement or the execution and delivery hereof by the Company for any consequential, indirect, punitive, special or in respect of the validity or execution incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any the Global Warrant Holder of any Warrant Certificate for any action taken, suffered or any failure omitted to take action, be taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or parties. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all costs, losses, expenses, liabilities and damages that the Warrant Agent has paid, incurred or suffered (or which it becomes obligated to pay, incur or suffer) by or to which it becomes subject, including judgments, costs and reasonable counsel fees, for any action taken, suffered or omitted to be taken by the Warrant Agent in the execution or performance of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as determined by a final non- appealable judgment of a court of competent jurisdiction). For the avoidance of doubt, nothing herein shall not be under obligate the Company to advance any responsibility amounts to the Warrant Agent in respect of contingent liabilities until such liabilities actually are or become paid or payable. Notwithstanding anything contained herein to the validity contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the execution and delivery hereof amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, punitive, special or in respect incidental damages under any provisions of the validity this Warrant Agreement or execution for any consequential, indirect, punitive, special or incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. 8.04.1 Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 8.04.2 The Warrant Agent shall be liable hereunder solely only for its own negligence negligence, bad faith or willful misconduct. The Company agrees to indemnify the Warrant Agent shall act hereunder solely as an agent in a ministerial capacity and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for the Company and its duties shall be determined solely anything done or omitted by the provisions hereof. Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent's negligence, willful misconduct, or bad faith. 8.04.3 The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required have no responsibility with respect to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in with respect of to the validity or execution of any Warrant Certificate (except its countersignature thereof); , nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Certificate or the Stipulation; nor Agent shall it not be responsible for the making of to make any adjustment adjustments required under the provisions of Article III hereof IV or responsible for the manner, method method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature counter-signature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature counter-signature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III IV hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued issues pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will will, when issued issued, be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. (a) Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President, Chief Executive Officer, Chief Financial Officer, or Secretary (each an “Authorized Officer”) of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance, upon such statement for any action taken or suffered by it pursuant to the provisions of this Warrant Agreement, and shall not be held liable in connection with any delay in receiving such statement. (b) The Warrant Agent shall be liable hereunder solely only for its own negligence gross negligence, willful misconduct or willful misconductbad faith (each as determined by a final judgment of a court of competent jurisdiction). The Company covenants and agrees to indemnify and to hold the Warrant Agent shall act hereunder solely harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as an agent in a ministerial capacity for Warrant Agent pursuant hereto; provided, however, that such covenant and agreement of the Company does not extend to, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for indemnified with respect to, such costs, expenses, losses and damages incurred or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed suffered by the Warrant Agent to be genuine and to have been signedas a result of, sent or presented arising out of, its gross negligence, bad faith, or willful misconduct (each as determined by the proper party or parties. a final judgment of a court of competent jurisdiction). (c) The Warrant Agent shall not be under any have no responsibility in with respect of to the validity of this Warrant Agreement or the execution and delivery hereof by the Company or in with respect of to the validity or execution of any Warrant Certificate (except its countersignature hereof and thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant Certificate or the StipulationWarrant; nor shall it be responsible for the making of to make any adjustment adjustments required under the provisions of Article III Section 5 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it it, by any act hereunder hereunder, be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Warrant Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued valid and fully paid and nonassessable. (d) From time to time, the Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Warrant Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken, suffered or omitted to be taken by The Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document document, or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent sent, or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method method, or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature counter-signature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature counter-signature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III IV hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for direct damages resulting from its own gross negligence or willful misconduct, provided, further, that the Warrant Agent shall not be liable for any special or consequential damages in connection with any liability hereunder. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof, provided, however, that nothing contained herein shall preclude the Warrant Agent from serving as the Transfer Agent to the Company's Common Stock. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof thereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Warrant Shares or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock Warrant Shares or other securities will when issued be validly authorized and issued and fully paid and nonassessablenon-assessable.

Liability of Warrant Agent. (a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company) and the opinion of legal counsel shall be full and complete authorization and protection to the Warrant Agent with respect to any action taken or omitted by it in good faith and in accordance with the opinion. (b) Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President or Chief Executive Officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. (c) The Warrant Agent shall be liable hereunder solely only for its own negligence negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s negligence, willful misconduct, or bad faith. The Warrant Agent shall indemnify and hold harmless the Company, its employees and agents from and against any loss, damage, liability or claim suffered, incurred by, or asserted against the Company, its employees and agents, including reasonable counsel fees, arising out of, in connection with or based upon any act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely or omission by the provisions hereof. Warrant Agent relating in any way to this Agreement or its services hereunder resulting from the Warrant Agent’s negligence, willful misconduct or bad faith. (d) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals recital contained in this Agreement or in the Warrant Certificates Warrants (except its countersignature thereofof the Warrants) or be required to verify the samestatements or recitals, but and all such of these statements and recitals are and shall be deemed to have been made only by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. Company. (e) The Warrant Agent shall not be under any responsibility in respect of responsible for (i) the validity of this Agreement, (ii) the execution and delivery of this Agreement or the execution validity and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate Warrants (except its countersignature thereofor execution of the Warrants); nor shall it be responsible for , (iii) any breach by the Company of any covenant or condition contained in this Agreement herein or in any Warrant Certificate or the Stipulation; nor shall it be responsible for Warrant, (iv) the making of any such adjustment required under the provisions of by Article III hereof of this Agreement or responsible for (v) the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it . The Warrant Agent also, by any act hereunder under or pursuant hereto, shall not be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities Shares to be issued pursuant hereto, as to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will whether, when issued issued, Warrant Shares shall be duly and validly authorized and issued and issued, fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature counter-signature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity validly or execution of any Warrant Certificate (except its countersignature counter-signature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III IV hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Comon Stock or other securities will will, when issued issued, be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall be liable hereunder for its own negligence, recklessness, willful misconduct or bad faith. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III IV hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. 8.04.1 Whenever in the performance of its duties under this Agreement the Warrant Agent shall believe it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 8.04.2 The Warrant Agent shall be liable hereunder solely only for its own negligence negligence, bad faith or willful misconduct. The Company agrees to indemnify the Warrant Agent shall act hereunder solely as an agent in a ministerial capacity and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for the Company and its duties shall be determined solely anything done or omitted by the provisions hereof. Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent's negligence, willful misconduct, or bad faith. 8.04.3 The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required have no responsibility with respect to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in with respect of to the validity or execution of any Warrant Certificate (except its countersignature thereof); , nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Certificate or the Stipulation; nor Agent shall it not be responsible for the making of to make any adjustment adjustments required under the provisions of Article III hereof IV or responsible for the manner, method method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The (a) In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable hereunder solely for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its own negligence or willful misconductduties under this Warrant Agreement. The Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent shall act hereunder solely as an agent be liable for special, indirect, incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited in a ministerial capacity for the aggregate to the amount of fees paid by the Company and its duties shall be determined solely by the provisions hereofhereunder. The Warrant Agent shall not be liable for any failures, delays or by reason losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) If any question or dispute arises with respect to the proper interpretation of the statements of fact Warrants or recitals contained in the Warrant Agent’s duties under this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to rights of the Company or to any Holder of any Warrant Certificate for any action takenHolder, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility required to act and shall not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in respect interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all Persons interested in the validity of this Agreement matter which is no longer subject to review or the execution appeal, or settled by a written document in form and delivery hereof substance satisfactory to Warrant Agent and executed by the Company or in respect of and each such Holder. In addition, the validity or Warrant Agent may require for such purpose, but shall not be obligated to require, the execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach such written settlement by all the Company of any covenant or condition contained Holders and all other Persons that may have an interest in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesettlement.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Global Warrant Holder of any Warrant Certificate for any action taken, taken or any failure to take action, not taken (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties or (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, or willful misconduct or bad faith or material breach of any representation or warranty of the Warrant Agent hereunder. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or material breach of any representation or warranty of the Warrant Agent hereunder. The Warrant Agent shall be liable hereunder only for its gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or its material breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Warrant Agreement. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any responsibility in respect of the validity provisions of this Agreement or the execution and delivery hereof by the Company for any consequential, indirect, punitive, special or in respect of the validity or execution incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. 8.04.1 Whenever in the performance of its duties under this Agreement the Warrant Agent shall believe it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 8.04.2 The Warrant Agent shall be liable hereunder solely only for its own negligence gross negligence, bad faith or willful misconduct. The Company agrees to indemnify the Warrant Agent shall act hereunder solely as an agent in a ministerial capacity and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for the Company and its duties shall be determined solely anything done or omitted by the provisions hereof. Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent's gross negligence, willful misconduct, or bad faith. 8.04.3 The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required have no responsibility with respect to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in with respect of to the validity or execution of any Warrant Certificate (except its countersignature thereof); , nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Certificate or the Stipulation; nor Agent shall it not be responsible for the making of to make any adjustment adjustments required under the provisions of Article III hereof IV or responsible for the manner, method method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall will be liable hereunder solely only for its own negligence negligence, bad faith or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereofon the Warrant Certificates and such statements or recitals describing the Warrant Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall will be deemed to have been made by the Company only. The Warrant Agent will not have any liability or responsibility in respect of the legality, validity or enforceability of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor will it be responsible or liable for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor will it be responsible or liable for the making of any change in the number of shares of Common Stock required under the provisions of Article IV or responsible for the manner, method or amount of any such change or the ascertaining of the existence of any facts that would require any such adjustment or change; nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and nonassessable. The Warrant Agent will not be responsible or liable for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company. The Warrant Agent will not incur any liability or responsibility to the Company or to any Warrant Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for of its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature counter-signature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature counter- signature thereof); nor not shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will will, when issued issued, be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own gross negligence or willful misconductmisconduct (each as finally determined by a court of competent jurisdiction). The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document document, or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent sent, or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III IV hereof or responsible for the manner, method method, or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any the Global Warrant Holder of any Warrant Certificate for any action taken, suffered or any failure omitted to take action, be taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or parties. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all costs, losses, expenses, liabilities and damages that the Warrant Agent has paid, incurred or suffered (or which it becomes obligated to pay, incur or suffer) by or to which it becomes subject, including judgments, costs and reasonable counsel fees, for any action taken, suffered or omitted to be taken by the Warrant Agent in the execution or performance of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (each as determined by a final non- appealable judgment of a court of competent jurisdiction). For the avoidance of doubt, nothing herein shall not be under obligate the Company to advance any responsibility amounts to the Warrant Agent in respect of contingent liabilities until such liabilities actually are or become paid or payable. Notwithstanding anything contained herein to the validity contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the execution and delivery hereof amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, punitive, special or in respect incidental damages under any provisions of the validity this Warrant Agreement or execution for any consequential, indirect, punitive, special or incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. (a) The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Registered Holder of any Warrant Certificate for any action taken, taken or any failure to take action, not taken (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been made, signed, sent or presented by the proper party or partiesparties or upon any written or oral instructions or statements from the Company (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all costs, losses, expenses, liabilities and damages which may be paid, incurred or suffered by or to which it may become subject, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution or performance of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (each as determined by a court of competent jurisdiction in a final non-appealable judgment). Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any provisions of this Warrant Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages. (b) The Warrant Agent shall not may rely on and be under fully authorized and protected in acting or failing to act upon (a) any responsibility guaranty of signature by an “eligible guarantor institution” that is a member or participant in respect the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the validity of this Agreement same even though such law, act, or the execution and delivery hereof by the Company regulation may thereafter have been altered, changed, amended or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablerepealed.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Holder holder of any Warrant Certificate Warrants for any action taken, or any failure to take action, taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or parties. The Company agrees to indemnify the Warrant Agent shall not be under and save it harmless against any responsibility and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in respect good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the validity Warrant Agent’s negligence or willful misconduct or bad faith. The Warrant Agent agrees to indemnify the Company and save it harmless against any and all losses, expense and liabilities, including judgments, costs and reasonable counsel fees arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement Warrant Agreement, or the execution and delivery hereof by the Company which arise out of Warrant Agent’s negligence or in respect willful misconduct or bad faith or which arise out of the validity or execution breach of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Warrant Agreement; provided, however, that, other than in the authorization case of the Warrant Agent’s bad faith, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or reservation of any shares of Common Stock arising in connection with actions under this Agreement, or other securities from all services provided or omitted to be issued pursuant provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to this Agreement or any Warrant Certificate or Agent as to whether any shares of Common Stock or other securities will when issued be validly authorized fees and issued and fully paid and nonassessablecharges, but not including reimbursable expenses.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will shall not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure omitted to take actionbe taken, in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be be: (a) under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company Company, or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be (b) responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be (c) responsible for the making of any adjustment required under the provisions of Article III hereof Section 4, or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it or (d) deemed, by any act hereunder be deemed hereunder, to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate Certificate, or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablenon-assessable.

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Global Warrant Holder of any Warrant Certificate for any action taken, taken or any failure to take action, not taken (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties or (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, or willful misconduct or bad faith or material breach of any representation or warranty of the Warrant Agent hereunder. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non- appealable judgment) or material breach of any representation or warranty of the Warrant Agent hereunder. The Warrant Agent shall be liable hereunder only for its gross negligence, material breach of this Warrant Agreement, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final non-appealable judgment) or its material breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Warrant Agreement. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any responsibility in respect of the validity provisions of this Agreement or the execution and delivery hereof by the Company for any consequential, indirect, punitive, special or in respect of the validity or execution incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. The Warrant Agent shall will be liable hereunder solely only for its own negligence gross negligence, bad faith or willful misconduct, as each is finally determined by a court of competent jurisdiction. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall will be deemed to have been made by the Company only. The Warrant Agent will not have any liability or responsibility in respect of the legality, validity or enforceability of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor will it be responsible or liable for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate; nor will it be responsible or liable for the making of any change in the number of shares of Common Stock required under the provisions of Article IV or responsible for the manner, method or amount of any such change or the ascertaining of the existence of any facts that would require any such adjustment or change; nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock will, when issued, be validly issued, fully paid and nonassessable. The Warrant Agent will not be responsible or liable for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with by the Company. The Warrant Agent will not incur any liability or responsibility to the Company or to any Warrant Holder of any Warrant Certificate for any action taken, suffered or any failure to take actionomitted, in reliance on any notice, resolution, waiver, consent, order, instruction, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Anything to the contrary notwithstanding, in no event shall the Warrant Agent shall be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not be under any responsibility in respect limited to lost profits), even if the Warrant Agent has been advised of the validity likelihood of such loss or damage. Any liability of the Warrant Agent under this Agreement will be limited to the amount of fees paid by the Company to the Warrant Agent. The provisions provided in this Section shall survive to termination of this Agreement and the resignation or the execution and delivery hereof by the Company or in respect removal of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessableAgent hereunder.

Liability of Warrant Agent. 8.04.1 Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement. 8.04.2 The Warrant Agent shall be liable hereunder solely only for its own negligence negligence, bad faith or willful misconduct. The Company agrees to indemnify the Warrant Agent shall act hereunder solely as an agent in a ministerial capacity and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for the Company and its duties shall be determined solely anything done or omitted by the provisions hereof. Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent's negligence, willful misconduct, or bad faith. 8.04.3 The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required have no responsibility with respect to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant Certificate for any action taken, or any failure to take action, in reliance on any paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof by the Company or in with respect of to the validity or execution of any Warrant Certificate (except its countersignature thereof); , nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Certificate or the Stipulation; nor Agent shall it not be responsible for the making of to make any adjustment adjustments required under the provisions of Article III hereof IV or responsible for the manner, method method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; , nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessable.the

Liability of Warrant Agent. The Warrant Agent shall be liable hereunder solely for its own negligence or willful misconduct. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any no liability or responsibility to the Company or to any Global Warrant Holder of any Warrant Certificate for any action taken or not taken, or any failure to take action, (i) in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Warrant Agent it to be genuine and to have been signed, sent or presented by the proper party or partiesparties or (ii) in relation to its services under this Warrant Agreement, unless such liability arises out of or is attributable to the Warrant Agent’s gross negligence, breach of this Warrant Agreement, or willful misconduct or bad faith or material breach of any representation or warranty of the Warrant Agent hereunder. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s gross negligence, breach of this Warrant Agreement, or willful misconduct or bad faith. The Warrant Agent agrees to indemnify the Company and save it harmless against any and all losses, expense and liabilities, including judgments, costs and reasonable counsel fees arising out of or attributable to the Warrant Agent’s gross negligence, willful misconduct or bad faith or which arise out of the material breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Warrant Agreement. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Neither party to this Agreement shall be liable to the other party for any consequential, indirect, punitive, special or incidental damages under any responsibility in respect of the validity provisions of this Agreement or the execution and delivery hereof by the Company for any consequential, indirect, punitive, special or in respect of the validity or execution incidental damages arising out of any Warrant Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant act or condition contained in this Agreement or in any Warrant Certificate or the Stipulation; nor shall it be responsible for the making of any adjustment required under the provisions of Article III hereof or responsible for the manner, method or amount of any such adjustment or the facts that would require any such adjustment; nor shall it by any failure to act hereunder be deemed to make any representation even if that party has been advised of or warranty as to has foreseen the authorization or reservation possibility of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will when issued be validly authorized and issued and fully paid and nonassessablesuch damages.

Liability of Warrant Agent. The Warrant Agent shall only be -------------------------- liable hereunder solely for its own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. The Warrant Agent shall act hereunder solely as an agent in a ministerial capacity for the Company and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature counter-signature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder holder of any Warrant Certificate for any action taken, suffered or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by the Warrant Agent to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be under any responsibility in respect of the validity of this Warrant Agreement or the execution and delivery hereof by the Company or in respect of the validity or execution of any Warrant Certificate (except its countersignature counter-signature thereof); nor not shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate or the StipulationCertificate; nor shall it be responsible for the making of any adjustment required under the provisions of Article III 4 hereof or responsible for the manner, method or amount of any such adjustment or the facts and computations that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock or other securities to be issued pursuant to this Agreement or any Warrant Certificate or as to whether any shares of Common Stock or other securities will will, when issued issued, be validly authorized and issued and fully paid and nonassessable.