Common use of Place of Exercise; Registration of Transfers and Exchanges Clause in Contracts

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s Window in accordance with procedures to be established pursuant to Section 2.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Definitive Warrant Certificates upon the Warrant Register, subject to such reasonable regulations as the Issuer or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s Window, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer duly executed by, the Registered Holder(s) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the Issuer. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Warrants pursuant to Section 2.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Universal Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: ______________. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.08 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, [___________________________ _____________]. If the Universal Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Universal Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: ______________. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.08 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, [___________________________ _____________]. If the Universal Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Universal Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: Transfer Department. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.08 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, The Chase Manhattan Bank, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. Xx xxx Xxxxxxxxl Warraxxx xx xxx xxxxxx xxx xxxxxx xx xxxx xxxxxxxxed and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 ‎1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s Window (as defined below) in accordance with procedures to be established pursuant to Section 2.03‎1.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 ‎1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the “Warrant Register”) at the Warrant Agent’s Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s WindowWindow (as defined below), Attention: Transfer Area, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Warrants pursuant to Section 2.03‎1.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon paymentWindow, if Attention: Transfer Area. The “Warrant Agent’s Window” shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.09 hereof, or at the address of any successor Warrant Agent (as provided in ‎Section 5.03)), which is, on the date of this Agreement, The Bank of New York Mellon, Transfer Area, 000 Xxxxxxx Xxxxxx, 7W, New York, New York 10286. If the Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section ‎1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent’s Window, Attention: Transfer Area. Unless otherwise established for such series pursuant to Section ‎1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: Transfer Department. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.09 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, JPMorgan Chase Bank, Corporate Trust Securities Window, 0 Xxx Xxxx Xxxxx, Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. If the Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the “Warrant Register”) at the Warrant Agent’s Office (as defined below), subject to such reasonable regulations as the Issuer or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s WindowWindow (as defined below), duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. Authority or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the Issuer. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Registered Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.03, 1.03 at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants in registered form may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants in registered form evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window Window. The “Warrant Agent’s Window” shall be the window of the Warrant Agent maintained for purposes of transfer and upon paymenttender in the Borough of Manhattan, if The City of New York (or at the address of any additional agency established by the Issuer shall so requirepursuant to Section 1.09 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement located at the address set forth in Exhibit C hereto. If the Universal Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the charges hereinafter providedholder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent’s Window. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Universal Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: Transfer Department. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.08 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, The Chase Manhattan Bank, Corporate Trust Securities Window, 55 Water Street, Room 234, Xxxxx Xxxxxxxx, New Yxxx, Xxx Xxxx 00000. Xx xxx Xxxxxxxxx Xxxxxxxs of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 ‎1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s Window (as defined below) in accordance with procedures to be established pursuant to Section 2.03‎1.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 ‎1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the “Warrant Register”) at the Warrant Agent’s Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s WindowWindow (as defined below), Attention: Transfer Area, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Warrants pursuant to Section 2.03‎1.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon paymentWindow, if Attention: Transfer Area. The “Warrant Agent’s Window” shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.09 hereof, or at the address of any successor Warrant Agent (as provided in ‎Section 5.03)), which is, on the date of this Agreement, The Bank of New York Mellon, Transfer Area, 100 Xxxxxxx Xxxxxx, 7W, New York, New York 10286. If the Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section ‎1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent’s Window, Attention: Transfer Area. Unless otherwise established for such series pursuant to Section ‎1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.same

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the “Warrant Register”) at the Warrant Agent’s Office (as defined below), subject to such reasonable regulations as the Issuer Bank or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s WindowWindow (as defined below), duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Bank duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerBank. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon paymentWindow, if Attention: Transfer Department. The “Warrant Agent’s Window” shall be the Issuer shall so require, window of the charges hereinafter provided. Warrant Agent maintained for purposes of transfer and tender in Nashville, Tennessee (or at the address of any additional agency established by the Bank pursuant to Section 1.09 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, By Mail DB Services Tennessee, Inc. Reorganization Xxxx X.X. Xxx 000000 Xxxxxxxxx, XX 00000-0000 By Overnight Mail or Courier DB Services Tennessee, Inc. Trust and Securities Services Reorganization Xxxx 000 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx, XX 00000 Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Bank shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Universal Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: Transfer Department. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.08 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, [name and address of Warrant Agent's Window]. If the Universal Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.3 with respect to Universal Warrants of a series, Universal Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.3. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.3 with respect to the Universal Warrants of a series, the Warrant Agent shall from time to time register the transfer of any outstanding registered Registered Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Universal Warrants of such series, upon surrender thereof at the Warrant Agent’s Window's Window (as defined below), Attention: Transfer Department, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Universal Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) Except as otherwise established for a series of Universal Warrants pursuant to Section 2.031.3, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Universal Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment's Window, if Attention: Transfer Department. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.8 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.3)), which is, on the date of this Agreement, The Chase Manhattan Bank, Corporate Trust Securities Window, 00 Xxxxx Xxxxxx, Room 000, Xxxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. If the Universal Warrants of any series are issued in both registered and unregistered form, except as otherwise established for such series pursuant to Section 1.3, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window, Attention: Transfer Department. Unless otherwise established for such series pursuant to Section 1.3, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Universal Warrants of the same series and of like tenor. (d) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to this Agreement shall be valid obligations of the Issuer, constituting the same obligations of the Issuer as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (e) Except as provided in Section 2.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. (f) In the event that, upon any exercise of Warrants evidenced by a Warrant Certificate, the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.

Place of Exercise; Registration of Transfers and Exchanges. (a) Except as otherwise established pursuant to Section 2.03 1.03 with respect to Warrants of a series, Warrants may be presented for exercise at the Warrant Agent’s 's Window (as defined below) in accordance with procedures to be established pursuant to Section 2.031.03. (b) The Issuer shall cause to be kept at the Warrant Agent’s Office a register (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Registered Warrants and of transfers of Registered Warrants. Except as otherwise provided herein or as established pursuant to Section 2.03 1.03 with respect to the Warrants of a series, the Warrant Agent shall from time to time register the transfer transfer, exchange, exercise or cancellation of any outstanding registered Registered Warrants in the form of a Definitive Warrant Certificates upon the records to be maintained by it for that purpose (the "Warrant Register") at the Warrant Agent's Office (as defined below), subject to such reasonable regulations as the Issuer Company or the Warrant Agent may prescribe with respect to the Warrants of such series, upon surrender thereof at the Warrant Agent’s 's Window, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Issuer Company duly executed by, the Registered Holder(s) (as defined below) thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company with a correspondent office in The City of New York or by a broker or dealer that is a member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange or in such other manner acceptable to to, or reasonably required by, the Warrant Agent and the IssuerCompany. Upon any such registration of transfer, one or more new Warrant Certificates of the same series and like terms evidencing a like number of unexercised Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. (c) If any Warrant Certificates are subject to restrictions on transfer that require the Warrant Agent, prior to any transfer of such Warrant Certificates, to receive required certifications and other information from the Holder of such Warrants and/or the prospective transferee thereof, as provided by the terms of such Warrant Certificates, the Warrant Agent shall, prior to any transfer of such Warrant Certificates, comply with such requirements. (d) Except as otherwise established for a series of Warrants pursuant to Section 2.031.03, at the option of a Registered Holder, Definitive Warrant Certificates evidencing Registered Warrants may be exchanged for other Definitive Warrant Certificates evidencing Registered Warrants evidencing the same aggregate number of unexercised Warrants of the same series and of like tenor upon surrender to the Warrant Agent of the Definitive Warrant Certificates to be exchanged at the Warrant Agent’s Window and upon payment, if 's Window. The "Warrant Agent's Window" shall be the Issuer shall so require, window of the charges hereinafter providedWarrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York (or at the address of any additional agency established by the Company pursuant to Section 1.08 hereof, or at the address of any successor Warrant Agent (as provided in Section 5.03)), which is, on the date of this Agreement, JPMorgan Chase Bank, Corporate Trust Securities Window, 4 New York Plaza, New York, New York 10004. If the Warrants of any xxxxxx xxx xxxxxx xx xxxx xxxxxxxxxx xxx unregistered form, except as otherwise established for such series pursuant to Section 1.03, at the option of the holder thereof, Warrant Certificates evidencing Bearer Warrants of any series may be exchanged for Definitive Warrant Certificates evidencing an equal number of unexercised Registered Warrants of the same series and of like tenor upon surrender of such Warrant Certificates evidencing Bearer Warrants to be exchanged at the Warrant Agent's Window. Unless otherwise established for such series pursuant to Section 1.03, Registered Warrants of any series may not be exchanged for Bearer Warrants of such series. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Issuer Company shall execute, and the Warrant Agent shall countersign and deliver, one or more new Warrant Certificates evidencing a like number of unexercised Warrants of the same series and of like tenor. (de) Warrants evidenced by the Warrant Certificates issued upon transfer or exchange of Warrant Certificates pursuant to paragraph (b) or (d) of this Agreement Section shall be valid obligations of the IssuerCompany, constituting the same obligations of the Issuer Company as the Warrants evidenced by the Warrant Certificates surrendered for transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrants evidenced by the Warrant Certificates prior to such surrender. (ef) Except as provided in Section 2.061.06, no service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Issuer Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates, other than exchanges pursuant to this Section not involving any transfer. The Warrant Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Warrantholder of applicable taxes or governmental charges unless and until the Warrant Agent is satisfied that all such taxes and/or charges have been paid. (fg) In the event that, that upon any exercise of Warrants evidenced by a Warrant Certificate, Certificate the number of Warrants exercised shall be less than the total number of Warrants evidenced by such Warrant Certificate, there shall be issued to the Registered Holder thereof (or, in the case of Bearer Warrants, the holder thereof) or his assignee a new Warrant Certificate evidencing the number of Warrants of the same series and of like tenor not exercised. (g) No Warrant Certificate will be issued in bearer form. (h) Notwithstanding any other provision of this Agreement, unless and until it is exchanged in whole or in part for Definitive Warrant Certificates, a Global Warrant Certificate evidencing all or a portion of the Registered Warrants of a series may not be transferred except as a whole by the Depositary for such Registered Warrants to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such Registered Warrants or a nominee of such successor Depositary. (i) If at any time the Depositary for any Registered Warrants of a series represented by one or more Global Warrant Certificates notifies the Issuer that it is unwilling or unable to continue as Depositary for such Registered Warrants or if at any time the Depositary for such Registered Warrants shall no longer be eligible under this Agreement, the Issuer shall appoint a successor Depositary eligible under this Agreement with respect to such Registered Warrants. If a successor Depositary eligible under this Agreement for such Registered Warrants is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer’s election pursuant to Section 2.03 that such Registered Warrants be evidenced by one or more Global Warrant Certificates shall no longer be effective and the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (j) The Issuer may at any time and in its sole discretion determine that one or more Global Warrant Certificates evidencing Registered Warrants of any series shall no longer be represented by a Global Warrant Certificate or Certificates. In such event the Issuer will execute, and the Warrant Agent, upon receipt of an Officer’s Certificate for the countersignature and delivery of Definitive Warrant Certificates evidencing Warrants of such series, will countersign and deliver, Definitive Warrant Certificates evidencing Warrants of such series, of like tenor and in an aggregate number equal to the number of the unexercised Warrants represented by such Global Warrant Certificate or Certificates in exchange for such Global Warrant Certificate or Certificates. (k) If established pursuant to Section 2.03 with respect to Registered Warrants evidenced by a Global Warrant Certificate, the Depositary for such Global Warrant Certificate may surrender such Global Warrant Certificate in exchange in whole or in part for Definitive Warrant Certificates evidencing Warrants of the same series and of like tenor on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Warrant Agent shall countersign and deliver, without service charge, (i) to the Person specified by such Depositary a new Definitive Warrant Certificate or Certificates evidencing Registered Warrants of the same series and of like tenor in an aggregate number equal to and in exchange for such person’s beneficial interest in the Warrants evidenced by such Global Warrant Certificate; and (ii) to such Depositary a new Global Warrant Certificate evidencing Registered Warrants of the same series and of like tenor in number equal to the difference, if any, between the number of unexercised Warrants evidenced by the surrendered Global Warrant Certificate and the number of unexercised Warrants evidenced by such Definitive Warrant Certificate countersigned and delivered pursuant to clause 2.05(k)(i) above. Upon the exchange of a Global Warrant Certificate evidencing Registered Warrants for Definitive Warrant Certificates, such Global Warrant Certificate shall be cancelled by the Warrant Agent or an agent of the Issuer or the Warrant Agent. Definitive Warrant Certificates evidencing Registered Warrants issued in exchange for a Global Warrant Certificate evidencing Registered Warrants pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Warrant Certificate, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent or an agent of the Issuer or the Warrant Agent. The Warrant Agent or such agent shall deliver such Warrant Certificates to or as directed by the Persons in whose names such Warrant Certificates are so registered. (l) The Issuer may from time to time designate one or more additional offices or agencies where the Warrants of a series may be presented for exercise and payment, where the Warrants of that series may be presented for exchange as provided in this Agreement and where the Registered Warrants of that series may be presented for registration of transfer as in this Agreement provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in this Section. The Issuer will give to the Warrant Agent prompt written notice of any such designation or rescission thereof.