Common use of Modification, Waiver and Meetings Clause in Contracts

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writing, without the consent of any Warrantholder, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and (viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writing, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: (i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected: (i) change the Expiration Date; (ii) increase the Exercise Price or decrease the Number of Shares (except as explicitly set forth in Article 6); (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount; (v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of the holder of any WarrantholderWarrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and (viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: (i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected: (i) change the Expiration Date; (ii) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 65); (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Full Physical Share Amount or the Net Share Amount, as applicable; (v) deprive any Warrantholder of any economic rights, privileges or benefits that arise under or are provided pursuant to this Warrant Agreement and/or the Warrants; (vi) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (vivii) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of the Global Warrant Holder, any WarrantholderBeneficial Owner of any Warrant, or any applicable Participant with respect to any Warrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant AgreementAgreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders Global Warrant Holder or the Beneficial Owners in any material respect; and (viii) adding or modifying . As a condition precedent to the Warrant Agent’s execution of any other provisions amendment, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the Company may deem necessary or desirable and which will not adversely affect proposed amendment is in compliance with the interests terms of the Warrantholders in any material respectthis Section 5.03. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 5.03(a) may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: by the Global Warrant Holder (i) with the written pursuant to a proper vote or consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by ). Notwithstanding anything to the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority contrary herein, the Company may amend Schedule I from time to time to accurately reflect the name and address of the Number of Warrants represented at Global Warrant Holder after the Closing Date without any further consent or agreement from any other Person and shall deliver such meetingamended Schedule I to the Warrant Agent promptly. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affectedof: (i1) the Global Warrant Holder (pursuant to a proper vote or consent of each Warrant): (A) change the Expiration Date;; or (iiB) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 64); (iii2) the Global Warrant Holder (pursuant to a proper vote or consent of 66.66% of the Warrants affected): (A) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (ivB) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholderswith respect to Warrants, including any change to the calculation or payment of the Net Share Amountnumber of Common Shares received upon exercise of each Warrant; (vC) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (viD) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of the holder of any WarrantholderWarrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant AgreementAgreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and (viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: (i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected: (i) change the Expiration Date; (ii) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 64); (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount; (v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (viv) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of any Warrantholderthe Warrant Holders, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant AgreementAgreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders Warrant Holder in any material respect; and (viii) adding or modifying . As a condition precedent to the Warrant Agent’s execution of any other provisions amendment, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the Company may deem necessary or desirable and which will not adversely affect proposed amendment is in compliance with the interests terms of the Warrantholders in any material respectthis Section 5.03. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 5.03(a) may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: by the Warrant Holders (i) with the written pursuant to a proper vote or consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting). (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affectedof: (i1) change the Expiration Date;Warrant Holders (pursuant to a proper vote or consent of each Warrant): (iiA) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 64); (iii2) the Warrant Holders (pursuant to a proper vote or consent of 66.66% of the Warrants affected): (A) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (ivB) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholderswith respect to Warrants, including any change to the calculation or payment of the Net Share Amountnumber of Common Shares received upon exercise of each Warrant; (vC) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (viD) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of any Warrantholder, any Beneficial Owner, or any applicable Participant with respect to any Warrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; Agreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders or the Beneficial Owners in any material respect; and (viii) adding or modifying . As a condition precedent to the Warrant Agent’s execution of any other provisions amendment, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the Company may deem necessary or desirable and which will not adversely affect proposed amendment is in compliance with the interests terms of the Warrantholders in any material respectthis Section 6.03. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 6.03(a) may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: by the Beneficial Owners and Warrantholders (i) with the written pursuant to a proper vote or consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting). (c) However, no such modification, amendment or waiver may, without the written consent of the Beneficial Owners and Warrantholders of the Series A Warrants (if such modification, amendment or waiver relates to the Series A Warrants) or the affirmative Series B Warrants (if such modification, amendment or waiver relates to the Series B Warrants), pursuant to a proper vote or consent of each Warrantholder affectedapplicable Warrant: (i1) change the applicable Expiration Date;Date; or (ii2) increase the applicable Exercise Price or decrease the applicable Number of Shares Warrants (except as explicitly set forth in Article 64); (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount; (v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of any Warrantholder, any Beneficial Owner of any Warrant, or any applicable Participant with respect to any Warrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant AgreementAgreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders or the Beneficial Owners in any material respect; and (viii) adding or modifying . As a condition precedent to the Warrant Agent’s execution of any other provisions amendment, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the Company may deem necessary or desirable and which will not adversely affect proposed amendment is in compliance with the interests terms of the Warrantholders in any material respectthis Section 6.03. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 6.03(a) may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: by the Beneficial Owners and Warrantholders (i) with the written pursuant to a proper vote or consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting). (c) However, no such modification, amendment or waiver may, without the written consent of the Beneficial Owners and Warrantholders of the 4-Year Warrants (if such modification, amendment or waiver relates to the 4-Year Warrants) or the affirmative 5-Year Warrants (if such modification, amendment or waiver relates to the 5-Year Warrants), pursuant to a proper vote or consent of each Warrantholder affectedapplicable Warrant: (iA) change the applicable Expiration Date;; or (iiB) increase the applicable Exercise Price or decrease the applicable Number of Shares Warrants (except as explicitly set forth in Article 64); (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount; (v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of the holder of any WarrantholderWarrant, for the purposes of, among other things: , (i) adding covenants for the benefit of the Warrantholders; curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; (ii) adding a guarantor of the Company’s performance obligations to add or modify any other security for the benefit of the Warrantholders; (iii) surrendering any right provisions in regard to matters or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of questions arising in this Warrant Agreement which the Company and its subsidiaries substantially as an entirety occurs; the Warrant Agent may deem necessary or desirable; or (viii) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that that, in each case, any such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and (viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: (i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of of: (1) each Warrantholder affected: (iA) change the Expiration Date;; or (iiB) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 64); (iii2) two-thirds of the Warrantholders affected: (A) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (ivB) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Full Physical Share Amount or the Net Share Amount, as applicable; (vC) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (viD) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of the Warrant Holders, any WarrantholderBeneficial Owner of any Global Warrant, or any applicable Participant with respect to any Global Warrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant AgreementAgreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders Warrant Holder or the Beneficial Owners in any material respect; and (viii) adding or modifying . As a condition precedent to the Warrant Agent’s execution of any other provisions amendment, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the Company may deem necessary or desirable and which will not adversely affect proposed amendment is in compliance with the interests terms of the Warrantholders in any material respectthis Section 5.03. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 3.05(a)(7) or Section 5.03(a) may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: by the Warrant Holders (i) with the written pursuant to a proper vote or consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting). (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affectedof: (i1) change the Expiration Date;Warrant Holders (pursuant to a proper vote or consent of each Warrant): (iiA) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 64); (iii2) the Warrant Holders (pursuant to a proper vote or consent of 66.66% of the Warrants affected): (A) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (ivB) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholderswith respect to Warrants, including any change to the calculation or payment of the Net Share Amountnumber of Common Shares received upon exercise of each Warrant; (vC) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (viD) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (ai) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writing, without the consent of any WarrantholderHolder, for the purposes of, among other things: : (iA) adding covenants for the benefit of the Warrantholders; Holders; (iiB) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; Holders; (iiiC) surrendering any right or power conferred upon the Company; ; (ivD) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; ; (vE) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; ; (viF) adjusting the Exercise Price or the Number number of Warrant Shares in the manner described in this Warrant Agreement; ; (viiG) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not adversely affect the interests of the Warrantholders Holders in any material respect; and and (viiiH) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders Holders in any material respect. (bii) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writing, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: : (iA) with the written consent of the Warrantholders Holders of Warrants representing a majority of the aggregate Number number of Warrants at the time outstanding; or or (iiB) by the adoption of a resolution at a meeting of Warrantholders Holders called with proper notice at which a quorum is present by at least a number of Warrantholders Holder of Warrants representing a majority of the Number number of Warrants represented at such meeting. (ciii) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder Holder affected: : (iA) change the Expiration Date; ; (iiB) increase the Exercise Price or decrease the Number number of Warrant Shares for which a Warrant is exercisable (except as explicitly set forth in Article 6herein); ; (iiiC) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; ; (ivD) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount; Holders; (vE) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or or (viF) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (div) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writing, without the consent of the holder of any WarrantholderWarrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and (viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writing, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: (i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected: (i) change the Expiration Date; (ii) increase the Exercise Price or decrease the Number of Shares (except as explicitly set forth in Article 65); (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount; (v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of any Warrantholderthe Warrant Holders, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) surrendering any right or power conferred upon the Company; (iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer; (vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement; (vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant AgreementAgreement or to make any other provisions in regard to matters or questions arising in this Warrant Agreement which the Company and the Warrant Agent may deem necessary or desirable; provided that such modification or amendment does not adversely affect the interests of the Warrantholders Warrant Holder in any material respect; and (viii) adding or modifying . As a condition precedent to the Warrant Agent’s execution of any other provisions amendment, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the Company may deem necessary or desirable and which will not adversely affect proposed amendment is in compliance with the interests terms of the Warrantholders in any material respectthis Section 5.03. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants not contemplated by Section 3.05(a)(7) or Section 5.03(a) may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: by the Warrant Holders (i) with the written pursuant to a proper vote or consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting). (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affectedof: (i1) change the Expiration Date;Warrant Holders (pursuant to a proper vote or consent of each Warrant): (iiA) increase the Exercise Price or decrease the Number of Shares Warrants (except as explicitly set forth in Article 64); (iii2) the Warrant Holders (pursuant to a proper vote or consent of 66.66% of the Warrants affected): (A) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (ivB) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholderswith respect to Warrants, including any change to the calculation or payment of the Net Share Amountnumber of Common Shares received upon exercise of each Warrant; (vC) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (viD) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writingAgent, without the consent of the holder of any WarrantholderWarrant, for the purposes of, among other things: (i) adding covenants for the benefit of the Warrantholders; (ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders; (iii) adding additional dates on which Warrantholders may exercise Warrants; (iv) surrendering any right or power conferred upon the Company; (ivv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease merger or other transfer sale of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs; (vvi) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease transfer or other transferlease; (vivii) adjusting decreasing the Exercise Price, increasing the Warrant Multiplier or, if applicable, increasing the Cap Price or the Number of Shares in the manner described in this Warrant Agreement; (viiviii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not not, in the good faith opinion of the Board of Directors, adversely affect the interests of the Warrantholders in any material respect; (ix) conform any provision contained herein with the “Description of the Warrants” as set forth in the Offering Memorandum dated June 6, 2006; and (viiix) adding or modifying any other provisions that which the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respectWarrantholders. (b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writingAgent, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either: (i) with the written consent of the Warrantholders holders of Warrants representing at least a majority of the aggregate Number of Warrants at the time outstanding; or (ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting. (c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected: (i) change the Expiration Date; (ii) increase the Exercise Price or Price, decrease the Number of Shares (except as explicitly set forth in Article 6)Warrant Multiplier or, if applicable, decrease the Cap Price; (iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant; (iv) except as otherwise expressly permitted or contemplated by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount or Net Cash Amount, as applicable; (v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or (vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement. (d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.