Common use of Obligations with Respect to Transfers and Exchanges of Warrants Clause in Contracts

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 45. (iib) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder registered holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (ai) giving notices with respect to such Warrants and (bii) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall. Notwithstanding the foregoing or anything else in this Agreement to the contrary, upon receipt the Depository, as a registered holder of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in represented by the Warrant Register, upon surrender of Global Warrant Certificates, representing such may appoint agents and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a registered holder of Warrants or, in the case is entitled to give or take under this Agreement. (d) A party requesting transfer of Direct Registration Warrants, upon the delivery Warrants must provide any evidence of authority that may be reasonably required by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, including but not limited to, a new Global Warrant Certificate or Warrant Statement, as signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the case may be, shall be issued to the transfereeSecurities Transfer Association. (ve) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersigncountersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of Sections 3 and 4 hereof and this Section 46 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made. (iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will may be considered treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, includingowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivv) The Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the (or with respect to a Book-Entry Warrant, only such completed form attached as Exhibit B hereto of assignment), duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable an eligible guarantor institution to the extent required by the Warrant AgentAgent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B B-1 or B-2, as the case may be, hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 4. (ii) All Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or Direct Registration additional Global Warrant Certificates contemplated by Article V. (b) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange of a Series B Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Series B Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Series B Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Series B Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Series B Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Series B Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Series B Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Series B Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent's office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in the Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), a member of the New York Stock Exchange Inc. Medallion Signature Guarantee Program at a (MSP) or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee level acceptable medallion program), pursuant to Rule 17Ad-15 of the Warrant AgentSecurities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI , Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 4. (ii) All Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or Direct Registration additional Global Warrant Certificates contemplated by Article V. (b) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange of a Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual, facsimile or electronic signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent office designated for such purpose (the “Warrant Agent Office”) upon (a) receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register(b) if applicable, upon surrender of Global duly endorsed Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof and (the “Warrant Agent Office”), duly endorsed, and accompanied by c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto C hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his such Xxxxxx’s attorney, duly authorized in writing, such signature to be guaranteed accompanied by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentGuarantee. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common StockWarrant Shares.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 44 and for the purpose of any distribution of additional Warrant Certificates contemplated by Section 6 hereof. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 14 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B B-1 or B-2, as applicable, hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares Shares of the Company’s Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent Office designated for such purpose (the “Warrant Agent Office”) upon (a) receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register(b) if applicable, upon surrender of Global duly endorsed Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof and (the “Warrant Agent Office”), duly endorsed, and accompanied by c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his such Xxxxxx’s attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersigncountersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of Sections 3 and 4 hereof and this Section 46 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will may be considered treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Sections 6(b) and 6(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrant, includingowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (iv) The Subject to Sections 6(b), (c) and (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred office designated for such purpose, which shall be located at 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxx Xxxx, XX 00000 or such other location in the United States as the Warrant Agent shall determine; provided that the Warrant Agent provides written notice of such determination to in Section 15 hereof the Company and the Warrant holders (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the (or with respect to a Book-Entry Warrant, only such completed form attached as Exhibit B hereto of assignment), duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable an eligible guarantor institution to the extent required by the Warrant AgentAgent or the Depositary. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent Office designated for such purpose (the “Warrant Agent Office”) upon (a) receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register(b) if applicable, upon surrender of Global duly endorsed Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof and (the “Warrant Agent Office”), duly endorsed, and accompanied by c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his such Holder’s attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Global Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, transfer or exchangeexchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Sections 6.1 (c), and this Section 6.2, the Warrant Agent shall, (ii) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his a duly authorized attorney, duly authorized in writing, such signature endorsement to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon ; and upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of Section 4 hereof and this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 47 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 13 or Section 14 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the holder in connection with any such exchange or registration of transfer. (iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Section 7(b) and Section 7(f) hereof, includingupon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, without limitationowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Section 7(b), Section 7(c), Section 7(d) hereof and this Section 7(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 23 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form attached as Exhibit C hereto), duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentCompany’s transfer agent. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersigncountersign Global Warrant Certificates and the Warrant Agent is hereby authorized to register Book-Entry Warrants, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of Section 4 and Section 5 hereof and this Section 47 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 13 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will may be considered treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Section 7(b) and Section 7(f) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrant, includingowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (iv) The Subject to Section 7(b), Section 7(c) and Section 7(d) hereof and this Section 7(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificates in the Warrant Register, upon surrender of the Global Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 22 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the (or with respect to a Book-Entry Warrant, only such completed form attached as Exhibit B hereto of assignment), duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable an eligible guarantor institution to the extent required by the Warrant AgentAgent or the Depository. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to shall countersign, in accordance with the provisions of this Xxxxxxx 0either by manual or facsimile signature, Xxxxxx Xxxxxxx Certificates, Global Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 42.04. A transferor of a Global Warrant or a Definitive Warrant shall deliver to the Warrant Agent a written instruction of transfer in form reasonably satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing. Additionally, prior to registration of any transfer or exchange of a Warrant, the requirements for the Warrant issued upon such transfer or exchange to be issued in a name other than the registered Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level reasonably acceptable to the Company’s transfer agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this clause (i), the Warrant Agent shall, in accordance with such instructions, register the transfer or exchange of the relevant Global Warrant or Definitive Warrant. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment from a Holder of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith. The Warrant Agent shall have no duty or obligation under any Section of this Agreement requiring the payment of taxes, assessments, and/or governmental charges unless and until the Warrant Agent is satisfied that all such taxes, assessments, and/or governmental charges have been paid. (iii) All Warrants issued upon any transfer or exchange pursuant to the terms of this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 4.7.2 or additional Global Warrant Certificates contemplated by Article V. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a Holder for any registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 6.1(b) and Section 6.1(f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Section 6.1(b), Section 6.1(c), Section 6.1(d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global delivery to the Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereofAgent, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”)its office designated for such purpose, duly endorsed, and accompanied by of a properly completed form of assignment substantially in the form attached as of Exhibit B hereto C hereto, duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at and, in the case of a guarantee level acceptable transfer of a Global Warrant Certificate, upon surrender to the Warrant AgentAgent of such Global Warrant Certificate, duly endorsed. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of Agreement (asubject to Sections 4.1(ii) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants4.3(d)(z)). Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Section 6.1(c), and this Section 6.2, the Warrant Agent shall: (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, duly endorsedproperly endorsed for transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon attorney; and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (vii) The in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Agent shall not undertake Register, upon delivery by the duties and obligations Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a stock transfer agent under this Agreementform of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or otherwiseby the duly appointed legal representative thereof or by a duly authorized attorney; and upon any such registration of Transfer, including, without limitation, a new Direct Registration Warrant shall be issued to the duty to receive, issue or transfer shares of the Common Stocktransferee.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 4. (ii) All Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or Direct Registration additional Global Warrant Certificates contemplated by Article V. (b) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange of a Series A Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Series A Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Series A Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Series A Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Series A Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Series A Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Series A Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Series A Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent's office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in the Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP), a member of the New York Stock Exchange Inc. Medallion Signature Guarantee Program at a (MSP) or an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee level acceptable medallion program), pursuant to Rule 17Ad-15 of the Warrant AgentSecurities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, transfer or exchangeexchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Section 6.1(c) and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.,

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 2.3 and this Xxxxxxx 0Article 5, Xxxxxx Xxxxxxx to countersign such Warrant Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for the purpose of any distribution of new Warrant Certificates contemplated by Section 44.2 or additional Warrant Certificates contemplated by Article 6. (iib) All Global Book-Entry Warrants and Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Book-Entry Warrants or Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be imposed upon a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 5.1(a) and Section 5.1(f) upon the exchange of a beneficial interest in a Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Section 5.1(a), Section 5.1(c) and Section 5.1(d) and this Section 5.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to as set forth in Section 15 hereof (the “Warrant Agent Office”)8.3, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C attached as hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit B hereto C attached hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee for the Warrants so transferred (and, if any Warrants are not transferred to the transferee, to the transferor for the Warrants remaining registered in the transferor’s name). (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, Warrants (other than the transfer of Direct Registration Warrants on or about the Effective Date as contemplated by Section 3(b) hereof) upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 2.3 and this Xxxxxxx 0Article 5, Xxxxxx Xxxxxxx to countersign such Warrant Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for the purpose of any distribution of new Warrant Certificates contemplated by Section 44.2 or additional Warrant Certificates contemplated by Article 6. (iib) All Global Book-Entry Warrants and Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Book-Entry Warrants or Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be imposed upon a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 5.1(a) and Section 5.1(f) upon the exchange of a beneficial interest in a Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Section 5.1(a), Section 5.1(c) and Section 5.1(d) and this Section 5.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to as set forth in Section 15 hereof (the “Warrant Agent Office”)8.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit E attached as hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit B hereto E attached hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee for the Warrants so transferred (and, if any Warrants are not transferred to the transferee, to the transferor for the Warrants remaining registered in the transferor’s name). (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of Section 4 hereof and this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 47 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 13 or Section 14 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. (iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Section 7(b) and Section 7(f) hereof, includingupon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, without limitationowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Section 7(b), Section 7(c), Section 7(d) hereof and this Section 7(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 24 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form attached as Exhibit C hereto), duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a any participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B B-1, B-2, or B-3 as applicable, hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 4.8.2 or additional Global Warrant Certificates contemplated by Article V. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, ; upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)10.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B- 1 or B-2 with respect to any Series A Warrants, as applicable, or Exhibits D-1 or D-2 with respect to Series B Warrants, as applicable, hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder, the Company or the Warrant Agent in connection with any such exchange or registration of Transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company specifies by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of Agreement (asubject to Sections 4.1(ii) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants4.3(d)(z)). Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Section 6.1(c), and this Section 6.2, the Warrant Agent shall: (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, duly endorsedendorsed for transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon attorney; and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (vii) The in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Agent shall not undertake Register, upon delivery by the duties and obligations Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a stock transfer agent under this Agreementform of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or otherwiseby the duly appointed legal representative thereof or by a duly authorized attorney; and upon any such registration of Transfer, including, without limitation, a new Direct Registration Warrant shall be issued to the duty to receive, issue or transfer shares of the Common Stocktransferee.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 2.03 and this Xxxxxxx 0Article 3, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 3 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 6.02 or additional Global Warrant Certificates contemplated by Article 4. (iib) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made for any such registration of Transfer. A party requesting transfer of a Global Warrant must provide evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, Inc. (d) So long as any Global Warrant is registered in the Depository, name of the Depository or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes Beneficial Owners shall have no rights under this Agreement, including, without limitation, for the purposes of (a) giving notices Warrant Agreement with respect to such Warrants Global Warrant held on their behalf by the Depository, and (b) registering transfers with respect to the Depository may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant agent as the absolute owner of such WarrantsGlobal Warrant for all purposes. Neither Accordingly, any such Beneficial Owner’s interest in such Global Warrant will be shown only on, and the Transfer of such interest shall be effected only through, records maintained by the Depository or its nominee or the applicable Participant, and neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will Agent shall have any responsibility or liability for with respect to such records maintained by the Depository or its nominee or the applicable Participant. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any aspect agent of the records relating Company or the Warrant Agent from giving effect to beneficial interests in any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository or Participants governing the exercise of the rights of a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interestsBeneficial Owner. (ive) The Subject to Section 3.01(b), Section 3.01(c), Section 3.01(d), and this Section 3.02, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender delivery to the Warrant Agent, at its office designated for such purpose, of Global Warrant Certificates, representing such Warrants or, a properly completed form of assignment substantially in the case form attached as part of Direct Registration WarrantsExhibit X-0, upon the delivery by the Registered Holder thereofXxxxxxx X-0, at the Warrant Agent Office referred Exhibit A-3, hereto, as applicable (or with respect to in Section 15 hereof (the “Warrant Agent Office”)a Book-Entry Warrant, duly endorsed, and accompanied by a only such properly completed form of assignment substantially in the form attached as Exhibit B hereto C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in a Medallion Signature Guarantee Program at a an approved signature guarantee level acceptable medallion program), pursuant to the Warrant AgentS.E.C. Rule 17Ad-15. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant StatementCertificate, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 4.8.2 or additional Global Warrant Certificates contemplated by Article V. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)10.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or facsimile signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof designated for such purpose (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B-1 or B-2 with respect to any Series A Warrants, as applicable, or Exhibits D-1 or D-2 with respect to Series B Warrants, as applicable, hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of Agreement (asubject to Sections 4.1(a)(ii) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants4.1(b)(i)(C)). Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Section 6.3 and this Section 6.4, the Warrant Agent shall, (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney together with a signature guarantee, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as shall be issued to the transferee; and (ii) in the case may beof Direct Registration Warrants, upon receipt of all information required to be delivered hereunder register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney together with a signature guarantee, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 4. (ii) All Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or Direct Registration additional Global Warrant Certificates contemplated by Article V. (b) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange of a Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual or electronic signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent Office designated for such purpose (the “Warrant Agent Office”) upon (a) receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register(b) if applicable, upon surrender of Global duly endorsed Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof and (the “Warrant Agent Office”), duly endorsed, and accompanied by c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto C hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his such Holder’s attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level reasonably acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 4. (ii) All Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 7.2 or Direct Registration additional Global Warrant Certificates contemplated by Article V. (b) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, either by manual, facsimile or electronic signature, in accordance with the provisions of this Xxxxxxx 0Section 4, Xxxxxx Xxxxxxx Warrant Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, shall register the transfer of any outstanding Warrants in the Warrant Register at the Warrant Agent office designated for such purpose (the “Warrant Agent Office”) upon (a) receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register(b) if applicable, upon surrender of Global duly endorsed Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof and (the “Warrant Agent Office”), duly endorsed, and accompanied by c) receipt of a completed form of assignment duly authorized in writing substantially in the form attached as Exhibit B hereto C hereto, as the case may be, duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his such Xxxxxx’s attorney, duly authorized in writing, such signature to be guaranteed accompanied by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentGuarantee. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common StockDemand Notes.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Sections 6.1(c), and this Section 6.2, the Warrant Agent shall, (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder and upon delivery by the Registered Holder thereof, from time to time register the Transfer of any outstanding Certificated Warrants in the Warrant Register, at the Warrant Agent’s office designated for such purpose, of the Warrant Certificate representing such Certificated Warrants, properly completed and duly endorsed for Transfer, by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such endorsement to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent; and upon any such registration of Transfer, a new Warrant Certificate shall be issued to the transferee. (ii) in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”)Agent’s office designated for such purpose, duly endorsed, and accompanied by of a completed form of assignment substantially in the form attached as of Exhibit B hereto D hereto, properly completed and duly signed executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon ; and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, Direct Registration Warrants shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of Section 3 hereof and this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 46 and for the purpose of any distribution of additional Global Warrant Certificates contemplated by Section 12 hereof. (ii) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Warrant Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. (iv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Warrant Agreement. Except as provided in Section 6(b) hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrants, includingowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Sections 6(b), (c), (d) hereof and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 20 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the (or with respect to a Book-Entry Warrant, only such completed form attached as Exhibit B hereto of assignment), duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agentan eligible guarantor institution. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchangesexchanges or for the purpose of any distribution of new Global Warrants contemplated by Section 2.05 or additional Global Warrants or additional Book-Entry Warrants contemplated by Article IV, the Company shall execute execute, and the Warrant Agent is hereby authorized to shall countersign, in accordance with the provisions of this Xxxxxxx 0Global Warrants, Xxxxxx Xxxxxxx Certificatesif applicable, as required pursuant to the provisions of Section 2.01(c) and this Section 42.03, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of Section 2.01 and this Section 2.03. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, and the Company shall pay all transfer tax, assessments, or similar governmental charge payable in connection therewith. (iii) Prior to the due presentation for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the Person in whose name a Warrant is registered as the absolute owner of such Warrant, and neither the Company nor the Warrant Agent shall be affected by notice to the contrary. (iv) All Warrants issued upon any transfer or exchange pursuant to the terms of this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiiv) So long as the Depository, or its nominee, is the registered owner of a Global Warrant CertificateSubject to Sections 2.03(a) through (d) and this Section 2.03(f), the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant RegisterCertificate Register (x) with respect to a Global Warrant, as applicable, upon surrender delivery of Global such Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at to the Warrant Agent Office referred to in Section 15 hereof (by book-entry transfer through the “Warrant Agent Office”)facilities of the depository, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached of Exhibit E hereto or (y) with respect to a Book-Entry Warrant, as applicable, upon presentation of a completed form of assignment substantially in the form of Exhibit B hereto E hereto, in each case, the form of assignment to be duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agentattorney. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, Statement shall be issued to the transferee. (v) The Warrant Agent transferee or Warrants in the amount of such transfer shall not undertake be delivered to the duties and obligations of a stock transferee by book-entry transfer agent under this Agreement, or otherwise, including, without limitation, through the duty to receive, issue or transfer shares facilities of the Common StockDepository, as applicable.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 4. (ii) All Article VI and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 8.2 or Direct Registration additional Global Warrant Certificates contemplated by Article V. (b) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange of a Warrant, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the [Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Program.] Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Section 6.1(c) and this Section 6.2, the Warrant Agent shall, (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his a duly authorized attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as shall be issued to the transferee; and (ii) in the case may beof Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit D hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article 6, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 6 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 47.3 or additional Global Warrant Certificates contemplated by Article 5. (iib) All Book-Entry Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be made to a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6.1(b) and (f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Sections 6.1(b), (c) and (d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time to register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to Agent’s office as set forth in Section 15 hereof (the “Warrant Agent Office”)9.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as of Exhibit B C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit C hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) 5.8.1 So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will may be considered treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 5.2 and Section 5.6 hereof upon the exchange of a beneficial interest in a Global Warrant Certificate for a Book-Entry Warrant, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such will not be considered the owners or holders thereof under the Warrants, any Global Warrant Certificate or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair the operation of customary practices of the Depository governing the exercise of the rights of a Beneficial Holder. (iv) The 5.8.2 Subject to Section 5.2, Section 5.3, Section 5.4 and Section 5.5 hereof and this Section 5.8, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Book-Entry Warrants in the Warrant Register and the transfer of any Global Warrant Certificate in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at to the Warrant Agent Office referred to in Section 15 hereof (of the “Global Warrant Agent Office”)Certificate representing such Warrants, duly endorsed, and accompanied by a completed form of assignment substantially in reasonably satisfactory to the Warrant Agent (or with respect to a Book-Entry Warrant, only such completed form attached as Exhibit B hereto of assignment), duly signed by the Holder thereof or by the its duly appointed legal representative thereof or by his attorney-in-fact, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable an eligible guarantor institution to the extent required by the Warrant AgentAgent or the Depository. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of Section 5 and this Xxxxxxx 0Section 6, Xxxxxx Xxxxxxx Certificates, Definitive Warrants and Global Warrants as required pursuant to the provisions of this Section 46. Notwithstanding anything to the contrary contained herein, the Company shall refuse to register any transfer of the Warrants not made in accordance with Rule 144A, Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act; provided, however, that if a foreign law prevents the Company from refusing to register securities transfers, the Company shall implement other reasonable measures designed to prevent transfers of the Warrants not made in accordance with Rule 144A, Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. (iib) All Definitive Warrants and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Definitive Warrants or Global Warrants shall be the valid obligations of the Company, entitled to the same benefits under this Agreement Warrant Agreement, as the Definitive Warrants or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) So long Prior to due presentment for registration of transfer of any Warrant, the Warrant Agent and the Company may deem and treat the person in whose name any Warrant is registered as the Depository, or its nominee, is the registered absolute owner of a Global such Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor neither the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of nor the records relating Company shall be affected by notice to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial intereststhe contrary. (ivd) The Warrant Agent shall, upon receipt of all information required No service charge shall be made to be delivered hereunder, register the transfer of a Holder for any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate transfer or Warrant Statement, as the case may be, shall be issued to the transfereeexchange. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized shall, upon the relevant Holder’s delivery to the Warrant Agent of the applicable Warrant Certificate to be transferred in whole or in part and satisfaction of the other requirements for such transfer as set forth herein, countersign, in accordance with the provisions of this Xxxxxxx 0either by manual or facsimile or other electronically transmitted signature, Xxxxxx Xxxxxxx Certificates, new Global Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 42.04. In addition, a transferor of a Global Warrant or a Definitive Warrant shall deliver to the Warrant Agent a written instruction of transfer in the form attached to the Warrant Certificate as Annex C, duly executed by the Holder thereof or by its attorney, duly authorized in writing. Additionally, prior to registration of any transfer or exchange of a Warrant, the requirements for the Warrant issued upon such transfer or exchange to be issued in a name other than the Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level reasonably acceptable to the Company’s transfer agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this clause (i), the Warrant Agent shall, in accordance with such instructions, register the transfer or exchange of the relevant Global Warrant or Definitive Warrant. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment from a Holder of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith as set forth in Section 2.10. The Warrant Agent shall have no duty or obligation pursuant to any Section of this Agreement requiring the payment of taxes, assessments, and/or governmental charges, unless and until the Warrant Agent is satisfied that all such taxes, assessments, and/or governmental charges have been paid. (iii) Each Warrant Certificate shall be exchangeable, upon the surrender thereof by the Holder to the Warrant Agent, for a new Warrant Certificate or Warrant Certificates of like tenor and representing the same aggregate number of Warrants. (iv) All Warrants issued upon any transfer or exchange pursuant to the terms of this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute Global Warrant Certificates and Definitive Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 3.4 and this Xxxxxxx 0Article VI, Xxxxxx Xxxxxxx to countersign such Global Warrant Certificates and Definitive Warrant Certificates, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article VI and for the purpose of any distribution of new Global Warrant Certificates or Definitive Warrant Certificates contemplated by Section 4.7.2 or additional Global Warrant Certificates or Definitive Warrant Certificates contemplated by Article V. (ii) All Book-Entry Warrants, Global Warrant Certificates or Direct Registration Warrants and Definitive Warrant Certificates issued upon any registration of transfer or exchange of Book- Entry Warrants, Global Warrant Certificates or Definitive Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants, Global Warrant Certificates or Direct Registration Warrants Definitive Warrant Certificates surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a Holder for any registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 6.1(b) and Section 6.1(f) upon the exchange of a beneficial interest in a Global Warrant Certificate for Book-Entry Warrants or Definitive Warrant Certificates, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Section 6.1(b), Section 6.1(c), Section 6.1(d), and this Section 6.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global delivery to the Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereofAgent, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”)its office designated for such purpose, duly endorsed, and accompanied by of a properly completed form of assignment substantially in the form attached as of Exhibit B hereto C hereto, duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at and, in the case of a guarantee level acceptable transfer of a Global Warrant Certificate or a Definitive Warrant Certificate, upon surrender to the Warrant AgentAgent of such Global Warrant Certificate or Definitive Warrant Certificate, duly endorsed. Upon any such registration of transfer, a new Global Warrant Certificate, Definitive Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of Section 3 and this Xxxxxxx 0Section 6, Xxxxxx Xxxxxxx Certificates, Definitive Warrant Certificates and Global Warrant Certificates as required pursuant to the provisions of this Section 46 and for the purpose of any distribution of additional Warrant Certificates contemplated by Section 12. (ii) All Definitive Warrant Certificates and Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Definitive Warrant Certificates or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Definitive Warrant Certificates or Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) No service charge shall be made to a holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. (iv) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 6(b) upon the exchange of a beneficial interest in a Global Warrant Certificate for a Definitive Warrant Certificate, includingowners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will not receive or be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants as Definitive Warrant Certificates and (b) registering transfers with respect to such Warrantswill not be considered the owners or holders thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ivv) The Subject to Sections 6(b), (c), (d) and this Section 6(h), the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants represented by Warrant Certificates in the Warrant Register, upon surrender of Global Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”as defined below), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto assignment, duly signed by the Holder holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agentan eligible guarantor institution. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (ia) To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized to countersignauthorized, in accordance with the provisions of Section 2.3 and this Xxxxxxx 0Article 5, Xxxxxx Xxxxxxx to countersign such Warrant Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for the purpose of any distribution of new Warrant Certificates contemplated by Section 44.2 or additional Warrant Certificates contemplated by Article 6. (iib) All Global Book-Entry Warrants and Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange of Book-Entry Warrants or Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Book-Entry Warrants or Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iiic) No service charge shall be imposed upon a Holder for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. (d) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will be considered the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Section 5.1(a) and Section 5.1(f) upon the exchange of a beneficial interest in a Warrant Certificate for Book-Entry Warrants, includingBeneficial Holders will not be entitled to have any Warrants registered in their names, without limitation, for the purposes and will under no circumstances be entitled to receive physical delivery of (a) giving notices with respect to any such Warrants and (b) registering transfers with respect to such Warrantswill not be considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (ive) The Subject to Section 5.1(a), Section 5.1(c) and Section 5.1(d) and this Section 5.2, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to as set forth in Section 15 hereof (the “Warrant Agent Office”)8.2, duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C attached as hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of Exhibit B hereto C attached hereto), duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his attorney, a duly authorized in writingattorney, such signature to be guaranteed by a participant in a the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant AgentProgram. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the Depository, or its nominee, is the registered owner of a Global Warrant CertificateSubject to Section 6.3 and this Section 6.4, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his a duly authorized attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as shall be issued to the transferee; and (ii) in the case may beof Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Register, upon delivery by the Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a form of assignment substantially in the form of Exhibit C hereto, properly completed and duly executed by the Registered Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, and upon any such registration of Transfer, new Direct Registration Warrants shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to shall countersign, in accordance with the provisions of this Xxxxxxx 0either by manual or facsimile signature, Xxxxxx Xxxxxxx Certificates, Global Warrants and Definitive Warrants as required pursuant to the provisions of Section 2.02 and this Section 42.04. A transferor of a Global Warrant or a Definitive Warrant shall deliver to the Warrant Agent a written instruction of transfer in the form attached to the relevant Warrant Certificate as Annex C, duly executed by the Holder thereof or by its attorney, duly authorized in writing. Additionally, prior to registration of any transfer or exchange of a Warrant, the requirements for the Warrant issued upon such transfer or exchange to be issued in a name other than the registered Holder shall be met. Such requirements include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (at a guarantee level reasonably acceptable to the Company’s transfer agent), and any other reasonable evidence of authority that may be required by the Warrant Agent. Upon satisfaction of the conditions in this clause (i), the Warrant Agent shall, in accordance with such instructions, register the transfer or exchange of the relevant Global Warrant or Definitive Warrant. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment from a Holder of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith as set forth in the Warrant Certificate. The Warrant Agent shall have no duty or obligation pursuant to any Section of this Agreement requiring the payment of taxes, assessments, and/or governmental charges unless and until the Warrant Agent is satisfied that all such taxes, assessments, and/or governmental charges have been paid. (iii) All Warrants issued upon any transfer or exchange pursuant to the terms of this Agreement shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (iia) All Global Warrant Certificates Certificated Warrants or Direct Registration Warrants issued upon any registration of transfer Transfer or exchange of Certificated Warrants or Direct Registration Warrants, respectively, shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates Certificated Warrants or Direct Registration Warrants surrendered upon such registration of transfer Transfer or exchange. No service charge shall be made to a Registered Holder for any registration, Transfer or exchange of any Certificated Warrants or Direct Registration Warrants, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any stamp or other tax or other charge that may be imposed on the Registered Holder in connection with any such exchange or registration of Transfer. The Warrant Agent shall forward any such sum collected by it to the Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no obligation to effect an exchange or register a Transfer unless and until it is satisfied that all such taxes and/or charges have been paid. (iiib) So long as the DepositoryDepositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository Depositary or such nominee, as the case may be, will shall be considered by the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent as the sole owner or Holder holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent, or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy, or other authorization furnished by the Depositary or impair the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in a Global Warrant Certificate. (ivc) The Subject to Section 6.1(c) and this Section 6.2, the Warrant Agent shall, (i) in the case of Certificated Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the transfer Transfer of any outstanding Certificated Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, representing such Warrants or, in the case of Direct Registration Warrants, upon the delivery by the Registered Holder thereof, at the Warrant Agent Office referred to in Section 15 hereof (Agent’s office designated for such purpose, of the “Warrant Agent Office”)Certificate representing such Certificated Warrants, properly completed and duly endorsedendorsed for Transfer, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto duly signed by the Registered Holder thereof or by the duly appointed legal representative thereof or by his a duly authorized attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon and upon any such registration of transferTransfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (vii) The in the case of Direct Registration Warrants, upon receipt of all information required to be delivered hereunder, from time to time register the Transfer of any outstanding Direct Registration Warrants in the Warrant Agent shall not undertake Register, upon delivery by the duties and obligations Registered Holder thereof, at the Warrant Agent’s office designated for such purpose, of a stock transfer agent under this Agreementform of assignment substantially in the form of Exhibit D hereto, properly completed and duly executed by the Registered Holder thereof or otherwiseby the duly appointed legal representative thereof or by a duly authorized attorney, includingand upon any such registration of Transfer, without limitation, new Direct Registration Warrants shall be issued to the duty to receive, issue or transfer shares of the Common Stocktransferee.

Obligations with Respect to Transfers and Exchanges of Warrants. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Xxxxxxx Sxxxxxx 0, Xxxxxx Xxxxxxx Certificates, as required pursuant to the provisions of this Section 4. (ii) All Global Warrant Certificates or Direct Registration Warrants issued upon any registration of transfer or exchange shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Global Warrant Certificates or Direct Registration Warrants surrendered upon such registration of transfer or exchange. (iii) So long as the Depository, or its nominee, is the registered owner of a Global Warrant Certificate, the Depository or such nominee, as the case may be, will be considered the sole owner or Holder represented by such Global Warrant Certificate for all purposes under this Agreement, including, without limitation, for the purposes of (a) giving notices with respect to such Warrants and (b) registering transfers with respect to such Warrants. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (iv) The Warrant Agent shall, upon receipt of all information required to be delivered hereunder, register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, Certificates representing such Warrants or, in the case of Direct Registration WarrantsWarrants (other than the transfer of Direct Registration Warrants on or about the Effective Date as contemplated by Section 3(b) hereof), upon the delivery by the Registered registered Holder thereof, at the Warrant Agent Office referred to in Section 15 14 hereof (the “Warrant Agent Office”), duly endorsed, and accompanied by a completed form of assignment substantially in the form attached as Exhibit B hereto G, for VNR Common Unit Warrants, and Exhibit H, for VNR Preferred Unit Warrants and duly signed by the Holder thereof or by the duly appointed legal representative thereof or by his or her attorney, duly authorized in writing, such signature to be guaranteed by a participant in a Medallion Signature Guarantee Program at a guarantee level acceptable to the Warrant Agent. Upon any such registration of transfer, a new Global Warrant Certificate or Warrant Statement, as the case may be, shall be issued to the transferee. (v) The Warrant Agent shall not undertake the duties and obligations of a stock transfer agent under this Agreement, or otherwise, including, without limitation, the duty to receive, issue or transfer shares of the Common Stock.