Common use of Registration and Countersignature Clause in Contracts

Registration and Countersignature. (a) Upon issuance of the Warrant certificate by the Company, the Company shall record such Warrant certificate, including the Registered Holder thereof, in the Warrant Register. (b) No Warrant certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant certificate has been signed by the manual or facsimile signature of the Company. Such signature by the Company upon any Warrant certificate shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereunder. (c) The Company shall keep or cause to be kept, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and exercises, exchanges, cancellations and transfers of outstanding Warrants in accordance with the procedures set forth in Section 5.1 of this Warrant Agreement. (d) Prior to due presentment for registration of transfer or exchange of the Warrant in accordance with the procedures set forth in this Warrant Agreement, the Company may deem and treat the person in whose name such Warrant is registered upon the Warrant Register (the “Registered Holder” of such Warrant) as the absolute owner of such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and the Company shall not be affected by notice to the contrary.

Registration and Countersignature. (a) Upon issuance of the Warrant certificate by the Company, the Company shall record such Warrant certificate, including the Registered Holder thereof, in the Warrant Register. (b) No Warrant certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant certificate has been signed by the manual or facsimile signature of the Company. Such signature by the Company upon any Warrant certificate shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereunder. (c) The Company shall keep or cause to be kept, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and exercises, exchanges, cancellations and transfers of outstanding Warrants in accordance with the procedures set forth in Section 5.1 of this Warrant Agreement. (d) Prior to due presentment for registration of transfer or exchange of the Warrant in accordance with the procedures set forth in this Warrant Agreement, the Company may deem and treat the person in whose name such Warrant is registered upon the Warrant Register (the “Registered Holder” of such Warrant) as the absolute owner of such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and the Company shall not be affected by notice to the contrary.

Registration and Countersignature. (a) Upon issuance of the Warrant certificate by the Company, the Company shall record such Warrant certificate, including the Registered Holder thereof, in the Warrant Register. (b) No Warrant certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant certificate has been signed by the manual or facsimile signature of the Company. Such signature by the Company upon any Warrant certificate shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereunder. (c) The Company shall keep or cause to be kept, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and exercises, exchanges, cancellations and transfers of outstanding Warrants in accordance with the procedures set forth in Section 5.1 of this A&R Warrant Agreement. (d) Prior to due presentment for registration of transfer or exchange of the Warrant in accordance with the procedures set forth in this A&R Warrant Agreement, the Company may deem and treat the person in whose name such Warrant is registered upon the Warrant Register (the “Registered Holder” of such Warrant) as the absolute owner of such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and the Company shall not be affected by notice to the contrary.

Registration and Countersignature. (a) Upon issuance of The Company and the Warrant certificate by Agent, on behalf of the Company, shall number and register the Warrant Certificates in a Register (as hereinafter defined) as they are issued by the Company which such register shall record such Warrant certificate, including the Registered Holder thereof, be maintained in the Warrant Registeraccordance with Section 5(c) hereof. (b) No Warrant certificate Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purposepurpose unless so countersigned. The Warrant Agent shall, and no Warrant evidenced thereby shall be exercisableupon written instructions of the Chairman of the Board, until such Warrant certificate has been signed by the manual Chief Executive Officer, the President or facsimile signature a Vice President of the Company. Such signature by , initially countersign, issue and deliver Warrants entitling the Company upon any Holders thereof to purchase not more than the number of Warrant certificate Shares referred to above in the first recital hereof and shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereundercountersign and deliver Warrants as otherwise provided in this Agreement. (c) The Company shall keep maintain, or cause to be keptmaintained, a register (the "Register") of the Warrants at its registered office, at an the principal office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register of the Warrant certificatesAgent or at any other place in the United States of America designated by the Company, showing (i) the names and exercisesthe latest known address of each person who is or has been a Holder; (ii) the number of Warrants of each series held by each Holder; and (iii) the date and particulars of the issue and transfer of Warrants. The registered owner on the Register may be deemed and treated by the Company, exchangesthe Warrant Agent and all other persons dealing with the Warrants evidenced thereby as the Holder and absolute owner thereof for any purpose and as the person entitled to exercise the right represented thereby, cancellations and transfers or to the transfer on the books of outstanding Warrants the Company, any notice to the contrary notwithstanding, and, until such transfer of the Warrant on such books in accordance with the procedures set forth in Section 5.1 provisions of this Warrant Agreement. (d) Prior to due presentment for registration of transfer or exchange of the Warrant in accordance with the procedures set forth in this Warrant Agreement, the Company may deem and treat the person in whose name such Warrant is registered upon owner on the Warrant Register (the “Registered Holder” of such Warrant) as the absolute owner of such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and the Company shall not be affected by notice to the contrary.

Registration and Countersignature. (a) Upon issuance written order of the Company (a “Warrant certificate by Countersignature Order”), the Warrant Agent shall upon receipt of a Warrant duly executed on behalf of the Company, countersign such Warrant and shall deliver such Warrant to or upon the written order of the Company. Such written order of the Company shall record such Warrant certificate, including specifically state the Registered Holder thereof, number of Warrants that are to be in the form of a Global Warrant Register. and the number of Warrants that are to be issued in the form of a Definitive Warrant. Warrants shall be, and shall remain, subject to the provisions of this Agreement until such time they shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof. Each Holder shall be bound by all of the terms and provisions of this Agreement (ba copy of which is available on request to the Secretary of the Company) as fully and effectively as if such Holder had signed the same. No Warrant certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisableincluding the exercise thereof, until such Warrant certificate has been signed countersigned by the manual or facsimile signature of the CompanyWarrant Agent. Such signature by the Company Warrant Agent upon any Warrant certificate executed by the Company shall be conclusive evidence that such Warrant certificate so executed countersigned has been duly issued hereunder. (c) . The Company Warrant Agent shall keep or cause to be keptkeep, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, Warrants and exercises, exchanges, cancellations exchanges and transfers of outstanding Warrants thereof in accordance with the procedures set forth in Section 5.1 of this Warrant Agreement. (d) Prior 5 hereof, all in form satisfactory to due presentment for registration of transfer or exchange of the Company and the Warrant in accordance with the procedures set forth in this Warrant Agreement, the Company may deem and treat the person in whose name such Warrant is registered upon the Warrant Register (the “Registered Holder” of such Warrant) as the absolute owner of such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and the Company shall not be affected by notice to the contraryAgent.

Registration and Countersignature. (a) The Warrant Agent shall maintain books for the registration and registration of transfer of Warrant Certificates. Upon the initial issuance of the Units of Common Stock and Warrants, the Warrant certificate Agent shall issue and register the Warrant Certificates in the names of the respective registered holders and upon subsequent issuances of Units of Common Stock and Warrants, the Warrant Certificates for such Warrants shall be registered in the names of the respective registered holders. The Warrant Certificates shall be countersigned by the Company, the Company Warrant Agent and shall record such Warrant certificate, including the Registered Holder thereof, in the Warrant Register. (b) No Warrant certificate shall not be valid for any purpose, and no purpose unless so countersigned. Warrant evidenced thereby Certificates shall be exercisableso countersigned, until such Warrant certificate has been signed however, by the Warrant Agent and be delivered by the Warrant Agent, notwithstanding that the persons whose manual or facsimile signature signatures appear thereon as proper officers of the CompanyCompany shall have ceased to be such officers at the time of such countersignature or delivery. Such signature by Upon issuance of any Warrant Certificate, the Company upon any will present the same, or cause the same to be presented, to the Warrant certificate shall be conclusive evidence that Agent for countersignature of such Warrant certificate so executed has been duly issued hereunder. (c) The Company shall keep or cause to be kept, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and exercises, exchanges, cancellations and transfers of outstanding Warrants in accordance with the procedures set forth in Section 5.1 of this Warrant Agreement. (d) Certificate. Prior to due presentment for registration of transfer or exchange of the Warrant in accordance with the procedures set forth in this Warrant AgreementCertificates, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered upon the Warrant Register (the “Registered Holder” of such Warrant) holder thereof as the absolute owner of such Warrant, for all purposes including, without limitationthe Warrant Certificates (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and neither the Company nor the Warrant Agent shall not be affected by any notice to the contrary.