Common use of Registration of Transfers and Exchanges Clause in Contracts

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time Subject to timeSection 3 hereof, subject when Warrants represented by this Certificate are presented to the limitations and on the terms and conditions set forth in the Warrant Certificates, Company with a request to register the transfer of any outstanding Warrant Certificates upon the records Warrants, or to exchange such Warrants for an equal number of Warrants, the Company shall register the transfer or make the exchange as requested if the requirements set forth in Section 3 and the following requirements are satisfied: (a) the Certificate shall be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder or his attorney duly authorized in writing; and (b) if the offer and sale of the Warrants have not been registered holder or holders thereof or pursuant to an effective Registration Statement under the Securities Act of 1933, the Certificate shall be accompanied by the duly appointed legal representative thereof or following additional information and documents, as applicable: (i) if such Warrants are being delivered to the Company by a duly authorized attorney. Upon any Holder for registration in the name of such registration of Holder, without transfer, a new Warrant Certificate shall be issued certification from such Holder to that effect (in substantially the transferee(sform of Exhibit B hereto); or (ii) if such Warrants are being transferred pursuant to an exemption from registration in accordance with Rule 144 or Regulation S, in each case, under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); or (iii) if such Warrants are being transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited Investor”)), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed form of by the Warrant Agent in its customary manner. Subject to the terms Exhibit C hereto and an opinion of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or counsel and/or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form information satisfactory to the Warrant Agent, Company to the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by effect that such Warrant Agent transfer is in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance compliance with the provisions Securities Act; or (iv) if such Warrants are being transferred in reliance on another exemption from the registration requirements of this Section 5the Securities Act, a certification to that effect (in substantially the new Warrant Certificates required pursuant form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the provisions of this Section 5Company to the effect that such transfer is in compliance with the Securities Act.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 19 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, Warrant Agent and the Company duly executed by by, the registered holder or holders Registered Holder(s) (as defined herein) 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 which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, Warrant Certificates may be exchanged at the option for other Warrant Certificates, representing a like number of the holder(s) thereofWarrants, when surrendered upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its principal corporate trust officethe Warrant Agent's Window, which is currently located Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address listed of any successor Warrant Agent (as provided in Section 12 hereof5.03) and which is, for another on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 55 Water Street, Room 234, North Building, New York, New York 10041. Xxxx xxxxxxxer of axx xxxxxxxxxxx Xxxxxxx Xxxxxxxxxxx xxx xxxxxxge, the Warrant Certificate Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject to holders agree that each certificate representing Warrant Shares will bear the terms of the Warrant Certificates, following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange Warrants (in denominations representing a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments multiple of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged25,000 shares). Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The (a) Subject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of such Warrant Certificates at the Warrant Agent Office (as defined below), duly endorsed or endorsed, and accompanied (if so required by the Company) by a written instrument or instruments completed form of transfer in form satisfactory to the Companyassignment, duly executed signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agenttransferee. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holder or holders thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffices or agency maintained in [_____________] Attention: [_________] (or at such other offices or agencies as may be designated by the Warrant Agent) (the "Warrant Agent Office") for the purpose of exchanging, which is currently located transferring and exercising the Warrants or at the address listed offices of any successor Warrant Agent appointed as provided in Section 12 17 hereof, with payment of any service charge to be made by the Company, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. (b) No Warrants may be sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to The Company and the Warrant Agent, Agent agree and acknowledge that the Warrants have been effectively registered under the Securities Act of 1933 (Registration Statement on Form S-1 file number 333-203238). The Shares have been registered for issuance upon proper exercise. The Company shall surrender, duly endorsed or accompanied (if so required by notify the Warrant AgentAgent within one Business Day upon its receipt of any stop order or notice of suspension of the effectiveness of the Registration Statement. (c) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new Warrant Certificates required pursuant to the provisions of this Section 56, and for the purpose of any distribution of Warrant Certificates contemplated by Section 13. (d) In the event of any purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect and the Warrant Agent shall not give effect to such transfer.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by Company at the duly appointed legal representative thereof or by a duly authorized attorneyaddress specified in Section 13. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located Company at the address listed specified in Section 12 hereof13 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Until the Close of Business on the Expiration Date (as hereinafter defined), the Subscription Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Subscription Certificates upon in the records to be maintained by it for that purposeRights Register, upon surrender thereof of such Subscription Certificates, duly endorsed endorsed, and, if not surrendered by or on behalf of an original holder of Subscription Certificates or a transferee thereof, accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanySubscription Agent, duly executed signed by the registered holder or holders thereof or by the duly appointed legal EXHIBIT 4.4 ----------- representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a broker or dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD"), (c) a member of a national securities exchange or (d) by an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Warrant Subscription Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agenttransferee. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Subscription Certificates may be exchanged at the option of the holder(s) holder or holders thereof, when surrendered to the Warrant Subscription Agent at its principal corporate trust officeoffices or agency maintained in New York, which is currently located New York (or at such other offices or agencies as may be designated by the Agent) for the purpose of exchanging, transferring and exercising the Rights (a "Subscription Agent Office,") or at the address listed offices of any successor Subscription Agent as provided in Section 12 18 hereof, for another Warrant Subscription Certificate or other Warrant Subscription Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannerRights. The Warrant Subscription Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and of this Section 56, and deliver the new Warrant Subscription Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Subscription Certificates contemplated by Section 513.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof thereof, duly endorsed endorsed, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly executed by by, the registered holder or holders 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 member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, Warrant Certificates may be exchanged at the option for other Warrant Certificates, of the holder(s) thereoflike tenor and representing an equal number of unexercised Warrants, when surrendered upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its principal corporate trust officeoffices maintained for such purpose (the location of which shall be provided to the Company), which is currently located shall be south of Xxxxxxxx Street in the Borough of Manhattan, The City of New York (the "Warrant Agent's Office"), and which are, on the date of this Agreement, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department, or at the address listed office of any successor Warrant Agent (as provided in Section 12 hereof, for another 5.03). Upon surrender of any Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like an equal number of unexercised Warrants. Any holder desiring . (c) Warrant Certificates issued upon transfer or exchange pursuant to exchange a Warrant Certificate Section 1.04(a) or (b) shall deliver a written request to be valid obligations of the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by evidencing the Warrant Agent) by a written instrument or instruments same obligations of transfer in form satisfactory to the Warrant Agent, Company as the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.05, no service charge shall be cancelled made for any registration of transfer or exchange of Warrant Certificates, but the 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 1.04 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the Warrant Agent. Such cancelled Warrant Certificates number of Warrants exercised shall then be disposed less than the total number of Warrants evidenced by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized Certificate, there shall be issued to transfer, in accordance with the provisions of this Section 5, the holder thereof or his assignee a new Warrant Certificates required pursuant to Certificate evidencing the provisions number of this Section 5Warrants not exercised.

Registration of Transfers and Exchanges. The Warrant Until the Close of Business on the Expiration Date (as hereinafter defined), the Warrants Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrants Register, upon surrender thereof of such Warrant Certificates, duly endorsed endorsed, and, if not surrendered by or on behalf of an original holder of Warrant Certificates or a transferee thereof, accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrants Agent, duly executed signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be "medallion" guaranteed by an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agenttransferee. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holder or holders thereof, when surrendered to the Warrant Warrants Agent at its principal corporate trust officeoffices or agency maintained in New York, which is currently located New York (or at such other offices or agencies as may be designated by the Warrants Agent) for the purpose of exchanging, transferring and exercising the Warrants (a "Warrants Agent's Office") or at the address listed offices of any successor Warrants Agent as provided in Section 12 18 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any The Company shall not be required to issue any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of securities on the exercise of the Warrants, and any fractional interest in a Warrant alone shall be of no value whatsoever. By accepting a Warrant Certificate, the holder desiring thereof expressly waives any right to exchange receive a Warrant Certificate shall deliver evidencing any fraction of a written request Warrant, to the Warrant Agentreceive any fractional share of securities upon exercise of a Warrant, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by to receive any value whatsoever upon exercise of a written instrument or instruments of transfer fractional interest in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5a Warrant.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "ACT"), the Warrant holders shall deliver to the Company (1) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. It is understood that the Warrants and the Warrant Shares may not be transferred until they are released from escrow pursuant to the Agreement. The Warrant holders agree that each certificate representing Warrant Shares will bear a legend in substantially the following form: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that such registration is not required." Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof thereof, duly endorsed endorsed, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent and the Company, duly executed by the registered holder or holders 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 which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, Warrant Certificates may be exchanged at the option for other Warrant Certificates, representing a like number of the holder(s) thereofWarrants, when surrendered upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its principal corporate trust officeoffices maintained for such purpose (the location of which shall be provided to the Company), which is currently located shall be in the Borough of Manhattan, The City of New York (the "Warrant Agent's Office"), and which is, on the date of this Agreement, [Warrant Agent's address], or at the address listed office of any successor Warrant Agent (as provided in Section 12 hereof, for another 5.3). Upon surrender of any Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.2 and 1.3, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Any holder desiring . (c) Warrant Certificates issued upon transfer or exchange pursuant to exchange a Warrant Certificate Section 1.4(a) or 1.4(b) shall deliver a written request to be valid obligations of the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by evidencing the Warrant Agent) by a written instrument or instruments same obligations of transfer in form satisfactory to the Warrant Agent, Company as the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.5, no service charge shall be cancelled made for any registration of transfer or exchange of Warrant Certificates, but the 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 1.4 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the Warrant Agent. Such cancelled Warrant Certificates number of Warrants exercised shall then be disposed less than the total number of Warrants evidenced by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized Certificate, there shall be issued to transfer, in accordance with the provisions of this Section 5, the holder thereof or his assignee a new Warrant Certificates required pursuant to Certificate evidencing the provisions number of this Section 5Warrants not exercised.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. The Warrant Certificate will be accompanied by a Prospectus, if any, which Prospectus shall include any Prospectus provided by the Company to the Warrant Agent pursuant to paragraph (h) of Section 7. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffice in the Borough of Manhattan, which is currently located The City of New York or at such other location as it may notify the address listed in Section 12 hereof, holders of Warrants that it maintains as its principal office for trust administration (the "Warrant Agent Office") for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such the Warrant Agent in its customary mannera manner satisfactory to the Company. No service charge shall be made for any exercise, exchange or registration of transfer of Warrant Certificates or any issuance of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, Warrant Agent and the Company duly executed by by, the registered holder or holders Registered Holder(s) (as defined herein) 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 which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, unexercised Warrant Certificates may be exchanged at the option for other Warrant Certificates, representing a like number of the holder(s) thereofWarrants, when surrendered upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its principal corporate trust officethe Warrant Agent's Window, which is currently located Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address listed of any successor Warrant Agent (as provided in Section 12 hereof5.03) and which is, for another on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 00 Xxxxx Xxxxxx, Room 000, Xxxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Tender Department. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration Class B Warrant 2 statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Agent (a) Parent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, Parent upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments Assignment Form on the reverse of transfer in form satisfactory to the CompanyWarrant Certificate, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with such legal opinions, certificates or other information required by such Assignment Form. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(sParent. (b) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Each Warrant Certificate or other Warrant Certificates will bear the following legend: "THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. (c) Each Holder of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate, by accepting the same, consents and agrees with Parent and with each subsequent holder of such Warrant Certificate shall deliver a written request that, prior to due presentment of such Warrant Certificate for registration of transfer, Parent may treat the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer person in form satisfactory to the Warrant Agent, whose name the Warrant Certificate or Certificates is registered as the owner thereof for all purposes and as the person entitled to be so exchanged. Warrant Certificates surrendered for exchange exercise the rights granted under the Warrants, and neither Parent nor any agent thereof shall be cancelled affected by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant any notice to the provisions of this Section 5contrary.

Registration of Transfers and Exchanges. (a) The Warrant Agent Borrower shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Borrower upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyBorrower, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Borrower. (b) The Warrant Agent in its customary manner. Subject holders agree that, prior to any proposed transfer of a Warrant or a Warrant Share, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), such transferee will, if requested by the Borrower, deliver to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(sBorrower: (i) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form an investment covenant reasonably satisfactory to the Borrower signed by the proposed transferee; (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth below on such Warrant Agent, or Warrant Shares; (iii) an agreement by such transferee that the Borrower may place a notation on the stock books of the Borrower or a "stop transfer order" with any transfer agent or registrar with respect to such Warrant Certificate or Certificates Shares; (iv) an agreement by such transferee to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled bound by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant 4 relating to the provisions transfer of this Section 5such Warrant or Warrant Shares; and (v) an opinion of counsel, reasonably satisfactory in form and substance to the Borrower, to the effect that the proposed transfer of such Warrants or Warrant Shares (as the case may be) may be made without registration under the Act.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent holders agree that each certificate representing Warrant Shares will bear the following legend: "THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL, IN THE CASE OF THE SHARES, SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR, IN THE CASE OF THIS WARRANT AND THE SHARES, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." The Warrant holders further agree that they shall not offer, sell, or otherwise transfer the Warrants or Warrant Shares in its customary manner. Subject to the terms violation of the Warrant Certificates, foregoing legend. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by the Company. In the event that a holder of Warrants (a "Selling Holder") desires to transfer all or any part of its ownership of Warrants, the Company shall have the following right of first refusal exercisable in connection with any such Warrant Agent in its customary mannertransfer. The Warrant Agent is hereby authorized Selling Holder shall give the Company written notice specifying the identify of the proposed purchasers, the number of Warrants to transferbe sold, the proposed purchase price, and the terms of the proposed purchase (the "Notice"). The Company shall have fifteen (15) days from the date of receiving the Notice within which to exercise the right to acquire all or part of the Warrants that are being offered at the price and upon the terms set forth in the Notice. Such right shall be exercisable by written notice to the Selling Holder. If the Company elects to purchase all or any part of the Warrants described in the Notice, the Selling Holder shall consummate such transaction within thirty (30) days form the date of the Notice, provided, in accordance with the event that the Company elects to exercise its right to purchase part of the Warrants proposed to be sold in the Notice, that such purchase would not decrease the price of each remaining Warrant proposed to be sold in the Notice. If the Company does not elect to purchase all or any part of such offered Warrants, then within sixty (60) days from the date of the Notice, the Selling Holder may transfer all or part of such Warrants to the proposed purchaser(s) on the terms and at the purchase price specified in the Notice. Subject to the foregoing right of first refusal of the Company and the provisions of this Section 5Agreement, any holder may transfer all or any part of its ownership of Warrants, provided that such sale, assignment, pledge, mortgage, transfer or other disposition is not being made to an entity in the new Warrant Certificates required pursuant pharmaceutical or biotechnology business, unless more than 50% of the voting control of such entity is owned by the transferring holder. Notwithstanding the foregoing, any holder of Warrants may transfer its Warrants to the provisions any wholly-owned affiliate or subsidiary of this Section 5such holder, whether now in existence or hereafter created, formed or organized.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records books to be maintained by it the Warrant Agent for that purpose, upon surrender thereof duly endorsed to the Company or to the Warrant Agent accompanied (if so required by the CompanyCompany or the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized representative or attorney, such signature to be guaranteed by an eligible guarantee institution with a membership in an approved Medallion Signature Guarantee Program, which institution may be a commercial bank, trust company or savings association having an office in the United States, a broker or dealer that is a member of the National Association of Securities Dealers, Inc. or a member of a national securities exchange (any such entity, as further defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, an "Eligible Institution"). In all cases of written requests pursuant to Sections 5 or 6 hereof by an attorney, the original power of attorney, duly approved, or copy thereof, duly certified and satisfactory to the Warrant Agent, shall be deposited and remain with the Warrant Agent. In the case of written request by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority satisfactory to the Warrant Agent shall be produced and deposited with the Warrant Agent. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates so cancelled shall thereafter be delivered by the Warrant Agent to the Company from time to time or otherwise disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) thereof, holder thereof when surrendered at the principal office of the Warrant Agent in St. Louis or the principal office of the Company in Topeka (in such event the Company shall forward the Warrant Certificates surrendered and the instruments of transfer to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, Agent) for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required Warrants evidenced by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannerso surrendered. The Warrant Agent is hereby authorized to transfershall countersign and deliver, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificate or Warrant Certificates required pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it the Company at its office designated for that purposesuch purposes (the address of which is set forth in Section 13 hereof), upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments assignment form on the reverse of transfer in form satisfactory to the CompanyWarrant Certificate (the "Assignment Form"), duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. No transfer or exchange of any Warrant Agent shall be valid unless (x) made in its customary manner. Subject to the terms foregoing manner at such office and (y) registered under the Securities Act of 1933, as amended, or any applicable state securities laws or unless an exemption from registration is available. (b) The Holders agree that each Warrant Certificate and any certificate representing the Warrant CertificatesShares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH OTHER SECURITIES LAWS OR UNLESS EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE APPLICABLE WITH RESPECT TO SUCH DISPOSITION." (c) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed Upon any sale or accompanied (if so required by the Warrant Agent) by a written instrument or instruments transfer of transfer in form satisfactory to the Warrant Agent, the any Warrant Certificate or Certificates Warrant Shares pursuant to be so exchangedan effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") or in a transaction meeting the requirements of Rule 144 under the Securities Act, the Company shall permit the Holder thereof to exchange such Warrant Certificate or such Warrant Shares for another Warrant Certificate or certificate evidencing Warrant Shares, as applicable, that does not bear the legend set forth in Section 4(b) above. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon Certificate in the records to be maintained by it for that purpose, Warrant Register upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. (b) The Warrant Agent in its customary manner. Subject Holder agrees that prior to any proposed transfer of the terms Warrants or of the Warrant CertificatesShares, which transfer shall not be to any Person engaged in the Business, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant Certificates Holder will, if requested by the Company, deliver to the Company: (1) an investment representation letter reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below in Section 4(c) on the Warrants or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrants or Warrant Shares; and (5) except in the case of a transfer pursuant to Rule 144 promulgated pursuant to the Securities Act, or any successor rule, prior to consummating any private sale or transfer of such Warrants or Warrant Shares, the written opinion of reputable legal counsel in form reasonably acceptable to the Company that such sale or transfer is being made in compliance with applicable federal securities laws. (c) The Warrant Holder agrees that each certificate representing Warrants or Warrant Shares will bear the following legend until such Warrants or Warrant Shares have been sold pursuant to an effective registration statement under the Securities Act: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER AND OF ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. IN THE CASE OF A SALE OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY, OTHER THAN A SALE PURSUANT TO A VALID REGISTRATION STATEMENT UNDER SAID ACT OR A SALE PURSUANT TO RULE 144 PROMULGATED UNDER SAID ACT, THE HOLDER OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY SHALL PROVIDE TO THE CORPORATION THE WRITTEN OPINION OF REPUTABLE LEGAL COUNSEL IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS." (d) A Warrant Certificate may be exchanged at the option of the holder(s) holder thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a A Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.Company

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records made in accordance with Section 5 hereof in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be bound by the terms of this Agreement. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by canceled. Until the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by Certificate is transferred on the Warrant Agent register of the Company, the Company may treat the Holder as shown in its customary manner. Subject to the terms Warrant register as the absolute owner of the Warrant CertificatesCertificate for all purposes, and notwithstanding any notice to the contrary. The Company agrees that it will make the Warrant register available for inspection by the Holders for a proper purpose during normal business hours at its office. (b) The Holders agree that each Warrant Certificate and each certificate representing Warrant Stock will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF JANUARY __, 1998, BETWEEN ADMINISTAFF, INC. (THE "COMPANY") AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (THE "PURCHASER"), A WARRANT AGREEMENT DATED AS OF FEBRUARY __ 1998, BETWEEN THE COMPANY AND THE PURCHASER, AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF FEBRUARY __ 1998, BETWEEN THE COMPANY AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." (c) If the holder of the Warrants or Warrant Stock delivers, in accordance with Section 8(e) of the Purchase Agreement, to the Company an opinion of King & Spalding or such other counsel that no subsequent transfer of such Warrants or Warrant Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Warrants or Warrant Stock which do not bear the Securities Legend; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of Warrants or Warrant Stock except those references to restrictions or conditions which are specified in this Agreement or the Purchase Agreement. If the Company is not required to deliver new certificates for such Warrants or Warrant Stock not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in Section 5(b) hereof with respect to Warrants and Section 8(b) of the Purchase Agreement with respect to Warrant Stock. (d) If any Warrants or Warrant Stock are or become eligible for sale pursuant to Rule 144(k), the Company, upon the request of holders of any such Warrants or Warrant Stock, shall remove the Securities Legend from the certificates for such Warrants or Warrant Stock; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of the Warrants or Warrant Stock except those references to restrictions or conditions which are still applicable and specified in this Agreement or the Purchase Agreement. (e) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5canceled.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal office (the “Register Office”) a register in which the Company shall provide for the registration of Warrant Agent shall from time to time, subject to the limitations certificates and on the terms and conditions set forth in of transfers or exchanges of Warrant certificates at the Warrant Certificates, holder’s option. The Company shall promptly register the transfer of any outstanding Warrant Certificates upon certificates, in the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant Agent. Cancelled Warrant Certificates certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant Agentcertificates are surrendered for exchange, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange Company shall be cancelled by execute and deliver the Warrant Agentcertificates that the Warrant holder making the exchange is entitled to receive. Such cancelled All Warrant Certificates shall then be disposed certificates issued upon any registration of by such transfer or exchange of Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, certificates in accordance with the provisions of this Section 56 shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange before registering any such transfer or exchange or issuing or delivering any Warrant certificates. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the new Company may treat the registered Warrant Certificates required holder as the owner for all purposes. The Warrant holders agree that they shall give five (5) Business Days prior written notice to the Company of any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective registration statement under the Securities Act prior to (X) the date which is two years (or such shorter period as may be prescribed by Rule 144(k) (or any successor provision thereto)) after the later of the date of original issuance of the Warrants and the last date on which the Company or any affiliate of the Company was the owner of such Warrants, or any predecessor thereto, and (Y) such later date, if any, as may be required by any subsequent change in applicable law, the Warrant holders shall deliver to the Company: (1) (a) an opinion of counsel reasonably acceptable to the Company that the Warrant or Warrant Shares may be transferred without registration under the Securities Act or (b) in the case of a transfer (x) to a “qualified institutional buyer” (as defined in Rule 144A under the Act) in a transaction complying with Rule 144A, (y) to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) or (z) outside the United States in compliance with Rule 904 under the Act, such certificates or letters, containing such representations and agreements, as are customary for such transactions and reasonably requested by the Company to demonstrate compliance with such exemption from the Act; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares to the extent required; and (3) an agreement by such transferee to be bound by the provisions of this Section 5Agreement. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise or exchange of the Warrant shall have endorsed, to the extent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, transfer a new Warrant Certificate shall be issued to the transferee(sCertificate(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like the number of Warrants. Any holder desiring Warrants transferred, shall be issued to exchange a the transferee(s), and the surrendered Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. 677106.12 6 (b) Any Warrant Certificate may be exchanged, subdivided or combined with other Warrant Certificates evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be issued. Upon presentation and surrender of any Warrant Certificates, together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of like tenor entitling the Holder(s) thereof to purchase the same aggregate number of Warrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (c) The Warrant Agent is hereby authorized to transfercountersign and deliver, in accordance with the provisions of this Section 56 and of Section 5 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records made in accordance with Section 5 hereof in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be bound by the terms of this Agreement. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by canceled. Until the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by Certificate is transferred on the Warrant Agent register of the Company, the Company may treat the Holder as shown in its customary manner. Subject to the terms Warrant register as the absolute owner of the Warrant CertificatesCertificate for all purposes, and notwithstanding any notice to the contrary. The Company agrees that it will make the Warrant register available for inspection by the Holders for a proper purpose during normal business hours at its office. (b) The Holders agree that each Warrant Certificate and each certificate representing Warrant Stock will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF JANUARY 27, 1998, BETWEEN ADMINISTAFF, INC. (THE "COMPANY") AND AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (THE "PURCHASER"), A WARRANT AGREEMENT DATED AS OF MARCH __ 1998, BETWEEN THE COMPANY AND THE PURCHASER, AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH __ 1998, BETWEEN THE COMPANY AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." (c) If the holder of the Warrants or Warrant Stock delivers, in accordance with Section 8(e) of the Purchase Agreement, to the Company an opinion of King & Spalding or such other counsel that no subsequent transfer of such Warrants or Warrant Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Warrants or Warrant Stock which do not bear the Securities Legend; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of Warrants or Warrant Stock except those references to restrictions or conditions which are specified in this Agreement or the Purchase Agreement. If the Company is not required to deliver new certificates for such Warrants or Warrant Stock not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in Section 5(b) hereof with respect to Warrants and Section 8(b) of the Purchase Agreement with respect to Warrant Stock. (d) If any Warrants or Warrant Stock are or become eligible for sale pursuant to Rule 144(k), the Company, upon the request of holders of any such Warrants or Warrant Stock, shall remove the Securities Legend from the certificates for such Warrants or Warrant Stock; provided, however, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of the Warrants or Warrant Stock except those references to restrictions or conditions which are still applicable and specified in this Agreement or the Purchase Agreement. (e) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5canceled.

Registration of Transfers and Exchanges. The In accordance with this Section 7, and subject to the provisions of Section 5 hereof, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of a manner consistent with the Warrant Certificates, Agent's customary procedure and in accordance with applicable law. (a) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such the Warrant Agent in its a manner consistent with the Warrant Agent's customary mannerprocedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Warrant Certificates or any issuance of Warrant Certificates in connection with a Separation, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 57.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, no Warrant shall be transferable without concurrent transfer of the Five-Year Terminable Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such Five-Year Terminable Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPENDED TO THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPENDED TO THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d).

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than to a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d).

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with (if such transfer is pursuant to clause (1)(w)(III) of the next paragraph) the opinion of counsel specified therein. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. Each Holder, severally and not jointly, acknowledges and affirms its respective representations in Paragraph 6 of the Securities Purchase Agreement. The Warrant Agent holders and all holders of Warrant Shares, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in its customary mannera name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1) (w) inside the United States (I) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (II) in accordance with Rule 144 under the Securities Act or (III) pursuant to another exemption from the registration requirements of the Secu- rities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or (z) pursuant to an effective registration statement under the Securities Act and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each holder of Warrant Certificates or certificates evidencing Warrant Shares, by acceptance thereof, agrees to, and each subsequent holder is required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer is pursuant to clause (1)(w)(III) of the second preceding sentence, will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (W) INSIDE THE UNITED STATES (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), (X) TO THE COMPANY, (Y) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (Z) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE AMENDED AND RESTATED TAG-ALONG DRAG-ALONG AGREEMENT DATED AS OF SEPTEMBER 30, 1999, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such the Company. On delivery of the Warrants by the Company to the Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required holder or holders pursuant to the provisions Securities Purchase Agreement, each Warrant holder will have registration rights with respect to the Warrant Shares set forth in Section 13 hereof. Every Holder of this Section 5a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every subsequent holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary.

Registration of Transfers and Exchanges. (a) The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and transfers or exchanges of Warrant Certificates as provided in this Agreement. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. A holder may transfer its Warrants only by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. The Warrant Agent shall from time not be required to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon bearing the records to Private Placement Legend that does not comply with the provisions of the Private Placement Legend. No such transfer shall be maintained by it for that purposeeffected until, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory and such transferee shall succeed to the Companyrights of a holder only upon, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such final acceptance and registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of transfer by the Warrant Agent in its customary mannerthe register. Subject Prior to the terms registration of any transfer of Warrants by a holder as provided herein, the Company, the Warrant Agent, and any agent of the Warrant CertificatesCompany may treat the person in whose name the Warrants are registered as the owner thereof for all purposes and as the person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding. When Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered are presented to the Warrant Agent at with a request to register the transfer or to exchange them for an equal amount of Warrants of other authorized denominations, the Warrant Agent shall register such transfer or make such exchange as requested if its principal corporate trust officerequirements for such transactions are met. To permit registrations of transfers and exchanges, which is currently located the Company shall execute Warrant Certificates at the address listed Warrant Agent's request. No service charge shall be made for any registration of transfer or exchange of Warrants, but the 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 of Warrants. (b) The Warrant Agent shall retain copies of all letters, notices and other written communications received pursuant to this Section 12 hereof5. The Company shall have the right to inspect and make copies of all such letters, for another notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Warrant Agent. (c) Any Warrant Certificate surrendered for registration of transfer, exchange or other Warrant Certificates exercise of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring Warrants represented thereby shall, if surrendered to exchange a Warrant Certificate shall deliver a written request the Company, be delivered to the Warrant Agent, and shall surrender, duly endorsed all Warrant Certificates surrendered or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory delivered to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange Agent shall be promptly cancelled by the Warrant AgentAgent and shall not be reissued by the Company and, except as provided in this Section 5 in case of an exchange, Section 6 hereof in case of the exercise of less than all the Warrants represented thereby or Section 8 hereof in case of a mutilated Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof. Such The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. as the Company may direct. (d) The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5. (e) No service charge shall be made for registration of transfer or exchange upon surrender of any Warrant Certificate at the office of the Warrant Agent maintained for that purpose. The 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, transfer or exchange of Warrant Certificates.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time cause to timebe kept at its principal office (the “Register Office”) a register in which, subject to such reasonable regulations as it may prescribe, the limitations Company shall provide for the registration of Warrant certificates and on the terms and conditions set forth in of transfers or exchanges of Warrant certificates at the Warrant Certificates, holder’s option. The Company shall promptly register the transfer of any outstanding Warrant Certificates certificates, upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant Agent. Cancelled Warrant Certificates certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant Agentcertificates are surrendered for exchange, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange Company shall be cancelled by execute and deliver the Warrant Agentcertificates that the Warrant holder making the exchange is entitled to receive. Such cancelled All Warrant Certificates shall then be disposed certificates issued upon any registration of by such transfer or exchange of Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, certificates in accordance with the provisions of this Section 56 shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the new Company may treat the registered Warrant Certificates holder as the owner for all purposes. In addition to any other legend which may be required pursuant by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant shall have endorsed, to the provisions extent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144, SUBJECT TO THE COMPANY’S RIGHT, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II), TO REQURE THE DELIVERY OF AN OPINION OF COUNSEL. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days’ prior written notice (a “Transfer Notice”) to the Company of such holder’s intention to effect such transfer, describing the manner and circumstances of the proposed transfer, and, if requested by the Company, obtain from counsel to such holder, who shall be reasonably satisfactory to the Company, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act, unless such requirement is waived by the Company. After receipt of the Transfer Notice and opinion (unless waived by the Company), the Company shall, within five days thereof, so notify the holder of such Warrants and such holder shall thereupon, subject to compliance with the other restrictions on transfer contained herein, be entitled to transfer such Warrants, in accordance with the terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legend with respect to the Securities Act set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to the Company and its counsel), such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of notice from the Company under this Section 56.

Registration of Transfers and Exchanges. The Warrants are exercisable, detachable and separately transferable immediately after the sale of the Units upon the effectiveness of the Registration Statement. The Warrant Agent shall register the transfer from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer time of any outstanding Warrant Certificates upon the records to be maintained by it the Warrant Agent for that purpose, upon surrender thereof duly for transfer properly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyappropriate instructions for transfer. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Warrant Certificates so canceled shall thereafter be disposed of delivered by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Company from time to time. Warrant Certificates may be exchanged at the option of the holder(s) holder thereof, when surrendered to at the office of the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofAgent, for another Warrant Certificate or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments shares of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannerCommon Stock. The Warrant Agent is hereby irrevocably authorized to transfer, countersign in accordance with the provisions Section 3 of this Section 5, Agreement the new Warrant Certificates required pursuant to the provisions of this Section 5Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant AgentCompany. Cancelled Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The acceptance of the new Warrant Certificate by the Warrant Agent in its customary manner. Subject to transferee thereof shall be deemed the terms acceptance by such transferee of all of the rights and obligations of a holder of a Warrant CertificatesCertificate. The Holder agrees that each certificate representing Warrant Shares will bear the following legend until the Warrant Shares are registered or freely tradeable under the Securities Act of 1933, as amended and the regulations promulgated thereunder: NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, (1) Includes an option to purchase up to 375,000 additional shares to cover overallotments, if any. as amended (the "ACT"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SHARES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE ISSUED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (2) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. 5.1 The Global Warrants shall initially be represented by one or more global warrant certificates (Global Warrant Certificates) deposited with the Depository and registered in the name of Cede & Co., a nominee of the Depository. The Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for the Depository. Except as provided for in Section 5.2, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Global Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate, or (ii) institutions that have accounts with the Depository. 5.2 If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, TPG may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall from time to time, subject provide written instructions to the limitations and on the terms and conditions set forth in Depository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and TPG shall instruct the Warrant Agent to deliver to the Depository definitive warrant certificates (Definitive Warrant Certificates, register ) in physical form evidencing such Warrants. 5.3 A Warrant Certificate may be transferred at the transfer option of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, holder thereof upon surrender thereof duly of such Warrant Certificate at the corporate trust office of the Warrant Agent, properly endorsed or accompanied (if so required by the Company) by a written instrument or appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to TPG and the CompanyWarrant Agent; provided, duly executed by however, that except as otherwise provided herein or in any Global Warrant Certificate, each Global Warrant Certificate may be transferred only in whole and only to the registered holder Depository, to another nominee of the Depository, to a successor depository, or holders thereof or by the duly appointed legal representative thereof or by to a duly authorized attorneynominee of a successor depository. Upon any such registration of transfer, TPG shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 3 and Section 4, in the name of the designated transferee a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Any holder desiring . 5.4 Upon surrender at the corporate office of the Warrant Agent (the Warrant Agent Office) or at the office of any successor Warrant as provided in Section 17 hereof, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to exchange a Warrant Certificate shall deliver a written request to TPG and the Warrant Agent, and shall surrender, duly endorsed one or accompanied (if so required by more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant AgentCertificate(s) by a written instrument or instruments of transfer in form satisfactory to so surrendered. Upon any such surrender for exchange, TPG shall execute, and the Warrant AgentAgent shall countersign and deliver, as provided in Section 3 and Section 4, in the name of the holder of such Warrant Certificates, the new Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. Certificates. 5.5 The Warrant Agent is hereby authorized shall keep, at its corporate trust office, books in which, subject to transfersuch reasonable regulations as it may prescribe, it shall register Warrant Certificates and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with the provisions of this Section 5, an authorized officer of the new Warrant Agent shall manually countersign and deliver the Warrant Certificates required pursuant which the holder making the transfer or exchange is entitled to the provisions receive. 5.6 No service charge shall be made for any transfer or exchange of this Section 5Warrant Certificates, but TPG may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such transfer or exchange.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations (a) Transfer and on the terms and conditions set forth in the Warrant Certificates, register the transfer Exchange of any outstanding Global Warrant Certificates upon or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the records to Depositary, in accordance with this Agreement and the procedures of the Depositary therefor. (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for a Book-Entry Warrant. (i) Book-Entry Warrants shall not be maintained by it issued in exchange for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by beneficial interests in a written instrument or instruments of transfer in form satisfactory to Global Warrant Certificate unless the Company, duly executed by in its sole discretion, notifies the registered holder or holders thereof or by Warrant Agent in writing that it elects to permit the duly appointed legal representative thereof or by issuance of such Book-Entry Warrants under this Agreement. If the Company so elects and informs the Warrant Agent in writing, any Holder of a duly authorized attorney. Upon any such registration of transfer, beneficial interest in a new Global Warrant Certificate shall be issued may, upon request, exchange such beneficial interest for a Book-Entry Warrant. Subject to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of foregoing, upon receipt by the Warrant Agent from the Depositary or its nominee of written instructions or such other form of instructions as is customary for the Depositary on behalf of any Person having a beneficial interest in its customary manner. Subject to the terms of the a Global Warrant CertificatesCertificate, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercause, in accordance with the provisions standing instructions and procedures existing between the Depositary and Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by the Book-Entry Warrants to be issued in exchange for the beneficial interest of such Person in the Global Warrant Certificate and, following such reduction, the Warrant Agent shall register in the name of the Holder a Book-Entry Warrant and deliver to said Warrant Holder a Warrant Statement. (ii) Book-Entry Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 56(b) shall be registered in such names as the Depositary, the new Warrant Certificates required pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the provisions of this Section 5Warrant Agent. The Warrant Agent shall deliver such Warrant Statements to the Persons in whose names such Warrants are so registered.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon Certificate in the records to be maintained by it for that purpose, Warrant Register upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. (b) The Warrant Agent in its customary manner. Subject Holders agree that prior to any proposed transfer of the terms Warrants or of the Warrant CertificatesShares, which transfer shall not be to any Person engaged in the Business, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant Certificates Holder(s) will, if requested by the Company, deliver to the Company: (1) an investment representation letter reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below in Section 4(c) on the Warrants or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrants or Warrant Shares; and (5) except in the case of a transfer pursuant to Rule 144 promulgated pursuant to the Securities Act, or any successor rule, prior to consummating any private sale or transfer of such Warrants or Warrant Shares, the written opinion of reputable legal counsel in form reasonably acceptable to the Company that such sale or transfer is being made in compliance with applicable federal securities laws. (c) The Warrant Holders agree that each certificate representing Warrants or Warrant Shares will bear the following legend until such Warrants or Warrant Shares have been sold pursuant to an effective registration statement under the Securities Act: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER AND OF ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS. IN THE CASE OF A SALE OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY, OTHER THAN A SALE PURSUANT TO A VALID REGISTRATION STATEMENT UNDER SAID ACT OR A SALE PURSUANT TO RULE 144 PROMULGATED UNDER SAID ACT, THE HOLDER OF THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY SHALL PROVIDE TO THE CORPORATION THE WRITTEN OPINION OF REPUTABLE LEGAL COUNSEL IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH APPLICABLE FEDERAL SECURITIES LAWS." (d) A Warrant Certificate may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a A Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.Company

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal corporate office (the "Register Office") a register in which, subject to such reasonable --------------- regulations as it may prescribe, the Company shall provide for the registration of Warrant Agent certificates and of transfers or exchanges of Warrant certificates at the Warrant holder's option. The Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant Agent. Cancelled Warrant Certificates certificates shall thereafter be disposed of by in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant Agent in its customary mannercertificates that the Warrant holder making the exchange is entitled to receive. Subject All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the terms of same benefits under this Agreement, as the Warrant Certificates, certificates surrendered for such registration of transfer or exchange. Every Warrant Certificates may be exchanged at the option certificate surrendered for registration of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate transfer or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant holder or his attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant holder as the owner for all purposes. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant shall have endorsed, to the extent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144 PROVIDED, IF SO REQUESTED BY THE COMPANY, AN OPINION OF -------- COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days' prior written notice (a "Transfer -------- Notice") to the Company of such holder's intention to effect such transfer, ------ describing the manner and circumstances of the proposed transfer, and, if requested by the Company, obtain from counsel to such holder, who shall be reasonably satisfactory to the Warrant AgentCompany, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Warrant Certificate or Certificates Company shall, within five days thereof, so notify the holder of such Warrants and such holder shall thereupon, subject to compliance with the other restrictions on transfer contained herein, be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by entitled to transfer such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transferWarrants, in accordance with the provisions terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legends set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to the Company and its counsel), such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of notice from the Company under this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. The Warrant Agent Holdings shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records Warrant Register to be maintained by it for that purpose, Holdings upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyHoldings, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Holdings. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, the Warrant holder will, if requested by Holdings, deliver to Holdings: (1) an investment covenant reasonably satisfactory to Holdings signed by the proposed transferee; (2) an agreement by such transferee to the placement of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that Holdings may place a notation in the stock books of Holdings or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this SECTION 4 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of the proposed transferee's counsel (reasonably satisfactory to Holdings) addressed to Holdings to the effect that the proposed Transfer of such Notes may be effected without registration under the Securities Act. The Warrant holders agree that each certificate representing Warrants and Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS HOLDINGS HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, thereof when surrendered to the Warrant Agent Holdings at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Holdings.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the “Warrant Register”) at the Warrant Agent’s Transfer Office, subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent’s Transfer Office, duly endorsed by, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, Warrant Agent and the Company duly executed by by, the registered holder or holders 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 which is a FINRA member or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, Warrant Certificates may be exchanged at the option for other Warrant Certificates, representing a like number of the holder(s) thereofWarrants, when surrendered upon surrender to the Warrant Agent at its principal corporate trust office, which is currently located of the Warrant Certificates to be exchanged at the address listed in Section 12 hereof, for another Warrant Agent’s Transfer Office. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Section 1.05, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Any holder desiring . (c) Warrant Certificates issued upon transfer or exchange pursuant to exchange a Warrant Certificate Section 1.06(a) or (b) shall deliver a written request to be valid obligations of the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by evidencing the Warrant Agent) by a written instrument or instruments same obligations of transfer in form satisfactory to the Warrant Agent, Company as the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.07, no service charge shall be cancelled by made for any registration of transfer or exchange of Warrant Certificates, but the 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 Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized Certificates, other than exchanges pursuant to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 51.06 not involving any transfer.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the "Warrant Register") at the Warrant Agent's Office (as defined herein), subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent's Window (as defined herein), Attention: Transfer Department, duly endorsed by, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, Warrant Agent and the Company duly executed by by, the registered holder or holders Registered Holder(s) (as defined herein) 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 which is a member of the National Association of Securities Dealers, Inc. (the "NASD") or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, unexercised Warrant Certificates may be exchanged at the option for other Warrant Certificates, representing a like number of the holder(s) thereofWarrants, when surrendered upon surrender to the Warrant Agent of the Warrant Certificates to be exchanged at its principal corporate trust officethe Warrant Agent's Window, which is currently located Attention: Transfer Department. The "Warrant Agent's Window" shall be the window of the Warrant Agent maintained for purposes of transfer and tender in the Borough of Manhattan, The City of New York or at the address listed of any successor Warrant Agent (as provided in Section 12 hereof5.03) and which is, for another on the date of this Agreement, Chemical Bank/Geoserve, Corporate Trust Securities Window, 50 Xxxxx Xxxxxx, Room 200, Xxxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Tender Department. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Sections 1.02 and 1.03, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject (a) Subject to the limitations and on provisions of (b) below, the terms and conditions set forth in the Warrant Certificates, Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by pursuant to the duly appointed legal representative thereof or by a duly authorized attorneyterms hereof. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder of this Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed represents all Warrants issued as part of by the Warrant Agent in its customary manner. Subject Units offered to investors pursuant to the terms of a Preferred Stock and Warrant Purchase Agreement dated , 1998 (the "Purchase Agreement"). Each Unit consists of one share of Series B Preferred Stock of the Company and a Warrant Certificatesto purchase Common Stock. Such Series B Preferred Stock and this Warrant cannot be transferred separately until the date on which the Series B Preferred Stock included in such unit is converted into Common Stock of the Company. In the event the Holder of this Warrant desires to transfer this Warrant, or any Warrant Certificates Shares issued upon the exercise hereof prior to the registration thereof pursuant to Section 4, the Holder shall provide the Company with a written notice describing the manner of such transfer and an opinion of counsel (reasonably acceptable to the Company) that the proposed transfer may be exchanged at the option of the holder(s) thereofeffected without registration or qualification (under any applicable federal or state law), when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange whereupon such Holder shall be cancelled by the entitled to transfer this Warrant Agent. Such cancelled or to dispose of any Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, Shares in accordance with the provisions notice delivered by such Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of this counsel satisfactory to the Company to prevent further transfers which would be in violation of Section 55 of the Securities Act or applicable state securities laws. (c) This Warrant is exchangeable, upon the new Warrant Certificates required surrender hereof by the Holder to the office of the Company specified in or pursuant to the provisions terms hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of this Section 5Warrant Shares which may then be purchased hereunder. Any such New Warrants will be dated the date of such exchange.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffice in the Borough of Manhattan, which is currently located The City of New York or at such other location as it may notify the address listed in Section 12 hereof, holders of Warrants that it maintains as its principal office for trust administration (the "Warrant Agent Office") for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such the Warrant Agent in its customary mannera manner satisfactory to the Company. No service charge shall be made for any exercise, exchange or registration of transfer of Warrant Certificates or any issuance of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Xxxxxx agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The In accordance with this Section 7, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate of the same tenor shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of a manner consistent with the Warrant Certificates, Agent's customary procedure and in accordance with applicable law. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such the Warrant Agent in its a manner consistent with the Warrant Agent's customary mannerprocedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Warrant Certificates or any issuance of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 57.

Registration of Transfers and Exchanges. The Warrant Agent shall from time-to-time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof (together with the form of assignment on the reverse side thereof duly endorsed or filled in) to the Warrant Agent at its office designated for such purpose accompanied (if so required by it or the Company) by a written instrument or instruments of transfer (which shall be in a form reasonably satisfactory to the Warrant Agent and the Company), duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof thereof, or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate or Warrant Certificates (of like tenor and representing in the aggregate a like number of Warrants) shall be issued to the transferee(s) and transferee(s)and the surrendered Warrant Certificate or Warrant Certificates shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the such Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) Holder thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofoffice designated for such purpose, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in n the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then thereafter be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4, the new Warrant Certificates required pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposes. The Company may require payment of a sum sufficient to cover such reasonable charges (including, without limitation, any tax or other governmental charge that may be imposed and the fees and expenses of the Warrant Agent) as the Company or the Warrant Agent may prescribe in connection with any exchange or registration of transfer of Warrant Certificates.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms Company. The Warrant Holders agree that prior to any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Securities Act, the Warrant Holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 3.5 relating to the transfer of such Warrant or Warrant Shares. The Warrant Holders agree that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 53.5 and of Section 3.3 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 53.6 hereof.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof SECTION 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "ACT"), the Warrant holders shall deliver to the Company: (1) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each certificate representing Warrant Shares shall bear a legend in substantially the following form (and any legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred unless pursuant to a registration statement or in a transaction exempt from or to subject to registration under the Securities Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Holder of such certificate (which counsel shall be reasonably satisfactory to Company) the securities represented thereby are not, at such time, required by law to bear such legend. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 SECTION 21 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 5SECTION 5 and of SECTION 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section SECTION 5.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, transfer a new Warrant Certificate shall be issued to the transferee(sCertificate(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like the number and series of Warrants. Any holder desiring Warrants transferred, shall be issued to exchange a the transferee(s), and the surrendered Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number and series of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. (b) Any Warrant Certificate of a particular series may be exchanged, subdivided or combined with other Warrant Certificates of the same series evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be issued. Upon presentation and surrender of any Warrant Certificates of a particular series, together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of the same series and like tenor entitling the Holder(s) thereof to purchase the same aggregate number of Warrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (c) The Warrant Agent is hereby authorized to transfercountersign and deliver, in accordance with the provisions of this Section 56 and of Section 5 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. The In --------------------------------------- accordance with this Section 7, and subject to the provisions of Section 5 hereof, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of a manner consistent with the Warrant Certificates, Agent's customary procedure and in accordance with applicable law. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such the Warrant Agent in its a manner consistent with the Warrant Agent's customary mannerprocedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Warrant Certificates or any issuance of Warrant Certificates in connection with a Separation, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 57.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof --------- or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney . Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, until the Separation Date with respect to any Warrant, such Warrant shall not be transferable without concurrent transfer of the One-Year Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such One-Year Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement --------- and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be --------------------- subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES -------------- FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES -------------- FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY --------- BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

Registration of Transfers and Exchanges. The In accordance with this Section 7, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Smitx Xxxxxx Xxxrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Smitx Xxxxxx Xxxrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Smitx Xxxxxx Xxxrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Warrant Canceled Smitx Xxxxxx Xxxrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of a manner consistent with the Warrant Certificates, Warrant Agent's customary procedure and in accordance with applicable law. Smitx Xxxxxx Xxxrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Smitx Xxxxxx Xxxrant Certificate or other Warrant Smitx Xxxxxx Xxxrant Certificates of like tenor and representing in the aggregate a like number of WarrantsSmitx Xxxxxx Xxxrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Smitx Xxxxxx Xxxrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Warrant canceled Smitx Xxxxxx Xxxrant Certificates shall then be disposed of by such the Warrant Agent in its a manner consistent with the Warrant Agent's customary mannerprocedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Smitx Xxxxxx Xxxrant Certificates or any issuance of Smitx Xxxxxx Xxxrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Smitx Xxxxxx Xxxrant Certificates required pursuant to the provisions of this Section 57.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the "Warrant Register"), upon surrender thereof duly endorsed to the Warrant Agent at its office maintained for the purpose of registration of the issuance, exchange, transfer or exercise of the Warrants at the location specified in Section 20 of this Agreement (the "Warrant Agent Office"), accompanied (if so required by the Warrant Agent or by the Company) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent or the Company, as the case may be, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate or Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agenttransferee. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofWarrant Agent Office, for another a new Warrant Certificate or other new Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer or exercise shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such the Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant a manner satisfactory to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be bound by the terms of this Agreement, including, without limitation, Section 19. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. Until the Warrant Agent Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in its customary manner. Subject to the terms Warrant register as the absolute owner of the Warrant CertificatesCertificate for all purposes, and notwithstanding any notice to the contrary. The Company agrees that it will make the Warrant register available for inspection by the Holders during normal business hours at its office and that the Holders may rely on the Warrant register for purposes of complying with the preceding sentence. (b) The Warrants shall be transferable in whole or in part and, in the event that a Warrant Certificate is transferred in respect of fewer than all the Warrants evidenced by the Warrant Certificate, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 10 and of Section 8. (c) If any transfer of Warrants or Warrant Shares is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if reasonably requested by the Company, deliver to the Company an opinion of counsel, which may be counsel to the Holder but which must be reasonably satisfactory to the Company, reasonably satisfactory in form, scope and substance to the Company, that such Warrants or Warrant Shares may be sold without registration under the Securities Act, as well as: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act); (2) an agreement by such transferee to the impression of the restrictive legends set forth below on the Warrant Certificate or on the certificate evidencing such Warrant Shares. The Holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS." Notwithstanding the foregoing provisions of this Section 10, the restrictions upon the transferability of the Warrant Securities and the Securities Legend requirement set forth above in this Section 10 shall terminate as to any of the Warrant Securities (i) when and so long as such Warrant Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Securities Legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10 shall terminate as to any Warrant Security, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant Certificate or certificate for Warrant Shares bearing the following legend in place of the Securities Legend set forth above: "THE RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TERMINATED ON ______________, 19__, AND ARE OF NO FURTHER FORCE AND EFFECT." The Holders further agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT PURCHASE AGREEMENT, DATED AS OF APRIL 15, 1996, BETWEEN BRUNSWICK BIOMEDICAL CORPORATION (THE "COMPANY") AND INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION (THE "PURCHASER"), AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF APRIL 15, 1996, AMONG THE COMPANY AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders --------- thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than to a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so --------- requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be --------------------- subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, -------------- AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, -------------- AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE --------- SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d). (e) Any Warrant or Common Stock issued upon the exercise of a Warrant that, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor rule), is purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Warrants or Common Stock, as the case may be, no longer being

Registration of Transfers and Exchanges. The In accordance with this Section 7, and subject to the provisions of Section 5 hereof, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of a manner consistent with the Warrant Certificates, Agent's customary procedure and in accordance with applicable law. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such the Warrant Agent in its a manner consistent with the Warrant Agent's customary mannerprocedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Warrant Certificates or any issuance of Warrant Certificates in connection with a Separation, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 57.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfertransfer and subject to Section 8 hereof, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. (b) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (c) The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5. (d) No service charge shall be made for registration of transfer or exchange upon surrender of any Warrant Certificate at the office of the Warrant Agent maintained for that purpose. The 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, transfer or exchange of Warrant Certificates.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, transfer a new Warrant Certificate shall be issued to the transferee(sCertificate(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like the number of Warrants. Any holder desiring Warrants transferred, shall be issued to exchange a the transferee(s), and the surrendered Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. (b) Any Warrant Certificate may be exchanged, subdivided or combined with other Warrant Certificates evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be issued. Upon presentation and surrender of any Warrant Certificates, together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of like tenor entitling the Holder(s) thereof to purchase the same aggregate number of Warrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (c) The Warrant Agent is hereby authorized to transfercountersign and deliver, in accordance with the provisions of this Section 56 and of Section 5 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 6. (a) Subject to the terms of this Agreement, each Holder shall have the right, upon payment of the Exercise Price in accordance with the terms of this Agreement, from and after the date of issuance of such Warrants until 5:00 p.m., New York City time, on the Expiration Date, to receive from the Warrant Agent on behalf of the Company the number of fully paid and nonassessable Warrant Shares which the Holder may at the time be entitled to receive on exercise of such Warrants. Each Warrant not exercised on or before 5:00 p.m., New York City time, on the Expiration Date shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. (b) The Warrants may be exercised during normal business hours on any Business Day on or prior to the Expiration Date upon surrender to the Warrant Agent on behalf of the Company at the principal office of the Warrant Agent of the certificate or certificates evidencing the Warrants to be exercised with the form of subscription to purchase on the reverse thereof duly completed and signed, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price as adjusted as herein provided, for each of the Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price for the number of Warrant Shares specified in the subscription form shall be made by wire transfer or by certified or official bank check payable to the order of the Company in immediately available funds in lawful money of the United States of America. (c) Upon surrender of Warrants in accordance with this Section 7, and payment of the Exercise Price as provided above, the Warrant Agent shall thereupon promptly notify the Company, and the Warrant Agent shall deliver or cause to be delivered, as promptly as possible thereafter, but in any event within three (3) Business Days of receipt of such surrender and payment, to the Holder of such Warrant Certificate appropriate evidence of ownership of any Warrant Shares or other securities or property (including any money) to which the Holder is entitled, and, to the extent possible, certificates representing the Warrant Shares or such other securities shall be in such denomination(s) as such Holder shall request, and registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver or cause to be delivered such evidence of ownership and any other securities or property (including any money) to the person or persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 13 hereof. Any such evidence of ownership shall be deemed to have been issued and any Person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares shall not then be actually delivered to the Holder. (d) The Warrants shall be exercisable either in full or from time to time in part and, in the event that a Warrant Certificate is surrendered to the Warrant Agent for exercise of fewer than all of the Warrants represented by such Warrant Certificate at any time prior to the Expiration Date, a new certificate evidencing the remaining Warrant or Warrants but otherwise identical to the surrendered Warrant Certificate will be issued by the Company, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate pursuant to the provisions of this Section 7 and of Section 4 hereof as promptly as possible, but in any event within three (3) Business Days of receipt of the certificate evidencing the Warrants, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose. (e) All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in a manner satisfactory to the Company. The Warrant Agent shall account promptly to the Company with respect to such Warrants exercised and concurrently pay to the Company as promptly as practicable, but in any event within five (5) Business Days of receipt, all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. (f) The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder by or from the Company available for inspection by the Holders during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may reasonably request.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records made in accordance with SECTION 5 hereof in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; PROVIDED, HOWEVER, that prior to effecting such transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be bound by the terms of this Agreement. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by canceled. Until the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by Certificate is transferred on the Warrant Agent register of the Company, the Company may treat the Holder as shown in its customary manner. Subject to the terms Warrant register as the absolute owner of the Warrant CertificatesCertificate for all purposes, and notwithstanding any notice to the contrary. The Company agrees that it will make the Warrant register available for inspection by the Holders for a proper purpose during normal business hours at its office. (b) The Holders agree that each Warrant Certificate and each certificate representing Warrant Stock will bear the following legend (the "SECURITIES LEGEND"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 30, 1999, BETWEEN HYBRID NETWORKS, INC. (THE "COMPANY") AND SPRINT CORPORATION (THE "PURCHASER"), A WARRANT AGREEMENT DATED AS OF SEPTEMBER 9, 1999, BETWEEN THE COMPANY AND THE PURCHASER, AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 9, 1999, BETWEEN THE COMPANY AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." (c) If the holder of the Warrants or Warrant Stock delivers to the Company an opinion of King & Spalding or such other counsel that no subsequent transfer of such Warrants or Warrant Stock shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver new certificates for such Warrants or Warrant Stock which do not bear the Securities Legend; PROVIDED, HOWEVER, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of Warrants or Warrant Stock except those references to restrictions or conditions which are specified in this Agreement or the Purchase Agreement. (d) If any Warrants or Warrant Stock are or become eligible for sale pursuant to Rule 144(k), the Company, upon the request of holders of any such Warrants or Warrant Stock, shall remove the Securities Legend from the certificates for such Warrants or Warrant Stock; PROVIDED, HOWEVER, that if at such time, any such Warrants or Warrant Stock remain subject to certain provisions of this Agreement or the Purchase Agreement, the Company shall not remove the Securities Legend, but shall modify it to delete all references to restrictions or conditions on sale of the Warrants or Warrant Stock except those references to restrictions or conditions which are still applicable and specified in this Agreement or the Purchase Agreement. (e) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5cancelled.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 SECTION 18 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be bound by the terms of this Agreement. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. Until the Warrant Agent Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in its customary manner. Subject to the terms Warrant register as the absolute owner of the Warrant CertificatesCertificate for all purposes, and notwithstanding any notice to the contrary. The Company agrees that it will make the Warrant register available for inspection by the Holders during normal business hours at its office and that the Holders may rely on the Warrant register for purposes of complying with the preceding sentence. (b) The Warrants shall be transferable in whole or in part and, in the event that a Warrant Certificate is transferred in respect of fewer than all the Warrants evidenced by the Warrant Certificate, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 10 and of Section 8. (c) If any transfer of Warrants or Warrant Shares is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if reasonably requested by the Company, deliver to the Company an opinion of counsel, which may be counsel to the Holder but which must be reasonably satisfactory to the Company, reasonably satisfactory in form, scope and substance to the Company, that such Warrants or Warrant Shares may be sold without registration under the Securities Act, as well: (i) as an investment covenant reasonably satisfactory to the Company signed by the proposed transferee (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act); and (ii) an agreement by such transferee to the impression of the restrictive legends set forth below on the Warrant Certificate or on the certificate evidencing such Warrant Shares. (d) The Holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER REASONABLY ACCEPTABLE TO THE COMPANY) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS." (e) Notwithstanding the foregoing provisions of this Section 10, the restrictions upon the transferability of the Warrant Securities and the Securities Legend requirement set forth in this Section 10 shall terminate as to any of the Warrant Securities (i) when and so long as such Warrant Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Securities Legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10 shall terminate as to any Warrant Securities, the Holder thereof shall be entitled to receive from the Company, a new Warrant Certificate or certificate for Warrant Shares bearing the following legend in place of the Securities Legend set forth above: "THE RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TERMINATED ON ______________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT." (f) The Holders further agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT PURCHASE AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN CREATIVE HOST SERVICES, INC. (THE "COMPANY") AND ING CAPITAL LLC (THE "PURCHASER"), AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 17, 2003, BETWEEN THE COMPANY AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." (g) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent --------------------------------------- shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates certificates shall thereafter be disposed of by the Company in accordance with applicable law. Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate certificate or other Warrant Certificates certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates certificates shall then be disposed of by the Company in accordance with applicable law. No service change shall be made for any transfer or exchange of Warrant certificates or any issuance of Warrant certificates in connection with a Separation, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such Warrant Agent in its customary mannertransfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 5, the new Warrant Certificates certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof SECTION 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), the Warrant holders shall deliver to the Company (1) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. It is understood that the Warrants and the Warrant Shares may not be transferred until they are released from escrow pursuant to the Agreement. The Warrant holders agree that each certificate representing Warrant Shares will bear a legend in substantially the following form: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that such registration is not required." Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 SECTION 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 5SECTION 5 and of SECTION 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section SECTION 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof this Section 5, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “ACT”) prior to (X) the date which is two years (or such shorter period as may be prescribed by Rule 144(k) (or any successor provision thereto)) after the later of the date of original issuance of the Warrants and the last date on which the Company or any affiliate of the Company was the owner of such Warrants, or any predecessor thereto, and (Y) such later date, if any, as may be required by any subsequent change in applicable law, the Warrant holders shall deliver to the Company: (1) (a) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act or (b) in the case of a transfer to a “qualified institutional buyer” (as defined in Rule 144A under the Act) in a transaction complying with Rule 144A, to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) or outside the United States in compliance with Rule 904 under the Act, such certificates or letters, containing such representations and agreements, as are reasonably requested by the Company and/or the Warrant Agent; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares to the extent required; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each certificate representing Warrant Shares shall bear a legend in substantially the following form (and any legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred unless pursuant to a registration statement or in a transaction exempt from or not subject to registration under the Securities Act.” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder of such certificate (which counsel shall be reasonably satisfactory to the Company) the securities represented thereby are not, at such time, required by law to bear such legend. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust stock transfer office, which is currently located at the address listed in Section 12 22 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesthis Section 5 hereof, register the transfer of any outstanding Warrant Certificates or Warrant Share Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate or Warrant Share Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate or Warrant Share Certificate (as applicable) shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates and Warrant Share Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant Agent will not have any duty or obligation to monitor a Warrantholder’s compliance with this section, and the Warrant Agent shall be fully protected and shall incur no liability for any transfer effected by it in violation of this section. The Warrantholders agree that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “Act”), the Warrantholder will deliver to the Company: (1) an opinion of counsel that the Warrant or Warrant Shares may be transferred without registration under the Act (2) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrantholders agree that each certificate representing Warrants or Warrant Shares will bear legends in substantially the following form: “The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel that such registration is not required.” “The securities represented by this certificate are subject to a call option upon the satisfaction of certain conditions described in Section 6.7 of the Warrant Agreement dated as of October 29, 2002 (as amended, supplemented and otherwise modified from time to time), between The Doe Run Resources Corporation and State Street Bank and Trust Company, as Warrant Agent (the “Warrant Agreement”).” “The securities represented by this certificate are subject to and entitled to the benefit of a put option upon the satisfaction of certain conditions described in, and subject to certain restrictions contained in, Section 6.6 of the Warrant Agreement.” Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffice designated for such purpose, which is currently located at the address listed in Section 12 13 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. Each Warrant and the Warrant Shares (or Other Securities) issuable upon the exercise thereof are subject in all respects to the provisions of the Investor Rights Agreement, which shall be executed on the date hereof by the Warrant Agent on behalf of the Warrantholders. Each Warrant Share Certificate (or Other Securities) issued upon the exercise of a Warrant and each certificate issued upon any direct or indirect transfer of any Warrant Shares (or Other Securities) issuable upon exercise of any Warrant shall be stamped or otherwise imprinted with legends in the form required under Section 4.1 of the Investor Rights Agreement. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal corporate office (the "Register Office") a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Agent certificates and of transfers or exchanges of Warrant certificates at the Warrant holder's option. The Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant Agent. Cancelled Warrant Certificates certificates shall thereafter be disposed of by in a manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, the Company shall execute and deliver the Warrant Agent in its customary mannercertificates that the Warrant holder making the exchange is entitled to receive. Subject All Warrant certificates issued upon any registration of transfer or exchange of Warrant certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the terms of same benefits under this Agreement, as the Warrant Certificates, certificates surrendered for such registration of transfer or exchange. Every Warrant Certificates may be exchanged at the option certificate surrendered for registration of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate transfer or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant AgentCompany) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant holder or his attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the Company may treat the registered Warrant holder as the owner for all purposes. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise of the Warrant shall have endorsed, to the extent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144 PROVIDED, IF SO REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL IS FURNISHED TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND/OR APPLICABLE STATE SECURITIES LAW IS AVAILABLE. Prior to any transfer or attempted transfer of any Warrants, the holder of such Warrants shall give 10 days' prior written notice (a "Transfer Notice") to the Company of such holder's intention to effect such transfer, describing the manner and circumstances of the proposed transfer, and, if requested by the Company, obtain from counsel to such holder, who shall be reasonably satisfactory to the Warrant AgentCompany, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act. After receipt of the Transfer Notice and opinion, the Warrant Certificate or Certificates Company shall, within five days thereof, so notify the holder of such Warrants and such holder shall thereupon, subject to compliance with the other restrictions on transfer contained herein, be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by entitled to transfer such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transferWarrants, in accordance with the provisions terms of the Transfer Notice. Each Warrant issued upon such transfer shall bear the restrictive legends set forth above, unless, in the opinion of counsel to such holder (which opinion must be reasonably satisfactory to the Company and its counsel), such legend is not required in order to ensure compliance with the Securities Act. The holder of the Warrants giving the Transfer Notice shall not be entitled to transfer such Warrants until receipt of notice from the Company under this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates Warrants upon the records books to be maintained by it the Warrant Agent for that purpose, purpose upon surrender thereof duly endorsed or of Warrant Certificates evidencing such Warrants to the Warrant Agent accompanied (if so required by the CompanyCompany or the Warrant Agent) by a written instrument or instruments of transfer in form 3 satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized representative or attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates so cancelled shall thereafter be delivered by the Warrant Agent to the Company from time to time or otherwise disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) holder thereof, when surrendered to at the office designated by the Warrant Agent from time to time as the office at its principal corporate trust office, which is currently located at business related to this Warrant Agreement and the address listed in Section 12 hereofWarrants may be transacted (the "Designated Office"), for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required Warrants evidenced by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannersurrendered. The Warrant Agent is hereby authorized to transfershall countersign and deliver, in accordance with the provisions of this Section 55 and of Section 3, the new Warrant Certificate or Certificates required pursuant to the provisions of this Section 5Section, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.

Registration of Transfers and Exchanges. The Upon notice from the Company, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The (i) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it the Company for that purposepurpose (the "Warrant Register"), upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (ii) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof10 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied date of such exchange. (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.c)

Registration of Transfers and Exchanges. The (a) Prior to any Transfer (as defined below) or attempted Transfer of the Warrant, unless the Transfer is made pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act, the holder of the Warrant Agent shall obtain from counsel to such Warrant Holder (who may be an employee of such Warrant Holder) who shall be reasonably satisfactory to Company, an opinion that the proposed transfer of such Warrant may be effected without registration under the Securities Act; provided, however, that an opinion from counsel shall not be required in connection with any Transfer of the Warrant to an Affiliate of such Warrant Holder. Each Warrant issued upon such transfer shall bear the restrictive legends set forth on the Warrant Certificate attached hereto as Annex 1, unless, with respect to the first such legend, (i) the Transfer is made pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, or (ii) in the opinion of any such counsel such legend is not required in order to ensure compliance with the Securities Act. As used herein, “Transfer” means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or dispose. (b) Subject to Section 5(a), Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding the Warrant Certificates upon the records Certificate in a Warrant register to be maintained by it for that purpose, Company upon surrender thereof duly endorsed or of such Warrant Certificate accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates Certificate may be exchanged at the option of the holder(s) thereofWarrant Holder, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedSecurities. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Company. (c) Notwithstanding Sections 5(a) and 5(b), Warrant Agent Holder shall not transfer or attempt to transfer this Warrant in its customary manneran amount representing a right to acquire less than 50% of the Warrant Securities. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions For purposes of this Section 55(c), the new term “transfer” shall be deemed to include any sale, pledge, hypothecation, hedge, put or call option, straddle or collar, or any similar transaction respecting this Warrant Certificates required pursuant or (subject to the provisions proviso in clause (i) below) the Warrant Securities, or any offer to do any of the foregoing; provided, however, that (i) transfers of Warrant Securities following exercise of this Section 5Warrant shall not be so restricted and (ii) no transfer shall be deemed to have occurred in connection with the transfer of all or any part of this Warrant in connection with the pro rata distribution hereof to the equity holders of Warrant Holder made for purposes other than the circumvention of the transfer restrictions contemplated hereby.

Registration of Transfers and Exchanges. Subject to the restrictions set forth in this Warrant Certificate, the holder of this Warrant Certificate shall have the right to transfer all or a portion of this Warrant Certificate. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding this Warrant Certificates Certificate upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof hereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transferor trans-fer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Company. The holder of this Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed Certificate agrees that prior to any proposed transfer of by the Warrant Agent in its customary manner. Subject to the terms Warrants or of the Warrant CertificatesShares, Warrant Certificates may be exchanged at if such transfer is not made pursuant to an effective Registration Statement under the option Securities Act of 1933, as amended (the holder(s) thereof"Act"), when surrendered such holder shall deliver to the Warrant Agent at its principal corporate trust officeCompany an opinion of counsel, which is currently located at the address listed reasonably satisfactory in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor form and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request substance to the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form from counsel reasonably satisfactory to the Company, that the Warrants or Warrant Agent, the Warrant Certificate or Certificates to Shares may be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by sold without registration under the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannerAct. The Warrant Agent is hereby authorized to transferholder understands and agrees that each certificate representing Warrant Shares will bear the following legend: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in accordance with AS AMENDED (THE "ACT"), QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE RESTRICTED SECURITIES. THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER SUCH LAWS IS NOT REQUIRED." The Company may deem and treat the provisions registered holder hereof as the absolute owner of this Section 5the Warrants (notwithstanding any notation of ownership or other writing hereon made by anyone), for the new Warrant Certificates required pursuant purpose of any exercise hereof, of any distribution to the provisions holder hereof, and for all other purposes, and the Company shall not be affected by any notices to the contrary. The Warrants do not entitle the holder hereof to any rights of this Section 5a stockholder of the Company.

Registration of Transfers and Exchanges. The (a) Except as otherwise provided herein or in the Warrant Certificate, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposepurpose (the “Warrant Register”) at the Warrant Agent’s Transfer Office, subject to such reasonable regulations as the Company or the Warrant Agent may prescribe, upon surrender thereof at the Warrant Agent’s Transfer Office, duly endorsed by, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, Warrant Agent and the Company duly executed by by, the registered holder or holders 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 which is a member of the NASD or by a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed . (b) At the option of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesa Warrantholder, Warrant Certificates may be exchanged at the option for other Warrant Certificates, representing a like number of the holder(s) thereofWarrants, when surrendered upon surrender to the Warrant Agent at its principal corporate trust office, which is currently located of the Warrant Certificates to be exchanged at the address listed in Section 12 hereof, for another Warrant Agent’s Transfer Office. Upon surrender of any unexercised Warrant Certificate for exchange, the Warrant Agent shall cancel such Warrant Certificate, and the Company shall execute, and the Warrant Agent shall countersign and deliver, in accordance with Section 1.05, one or other more new Warrant Certificates of like tenor and representing in the aggregate a like number of unexercised Warrants. Any holder desiring . (c) Warrant Certificates issued upon transfer or exchange pursuant to exchange a Warrant Certificate Section 1.06(a) or (b) shall deliver a written request to be valid obligations of the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by evidencing the Warrant Agent) by a written instrument or instruments same obligations of transfer in form satisfactory to the Warrant Agent, Company as the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange transfer or exchange, and entitled to the same benefits under this Agreement as were such Warrant Certificates prior to such surrender. (d) Except as provided in Section 1.07, no service charge shall be cancelled made for any registration of transfer or exchange of Warrant Certificates, but the 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 1.06 not involving any transfer. (e) In the event that upon any exercise of Warrants evidenced by a Warrant Certificate the Warrant Agent. Such cancelled Warrant Certificates number of Warrants exercised shall then be disposed less than the total number of Warrants evidenced by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized Certificate, there shall be issued to transfer, in accordance with the provisions of this Section 5, the Registered Holder thereof or his assignee a new Warrant Certificates required pursuant to Certificate evidencing the provisions number of this Section 5Warrants not exercised.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company; provided, however, that the Holders shall not transfer Warrants to a number of Holders that would be unreasonably burdensome on the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment representation reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement (as defined in the registration rights agreement referenced in the Merger Agreement) under the Act or the Company does not receive an opinion of counsel, reasonably satisfactory in form and substance to the Company, that such transfer is exempt from registration requirements under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a “stop transfer order” with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrant Shares will bear (i) any legend that the Stockholders Agreement may require and (ii) the following legend: “THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates Certificates, of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject to holders agree that each certificate representing Warrant Shares will bear the terms of the Warrant Certificates, following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange Warrants (in denominations representing a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments multiple of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged25,000 shares). Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent the Company. If, at the time of the surrender of any of the Warrants in its customary manner. The Warrant Agent is hereby authorized to connection with any exercise, transfer, in accordance with or exchange of any of the provisions of this Section 5Warrants, the new Warrant Certificates required pursuant Company may require, as a condition of allowing such exercise, transfer or exchange that the holder or transferee of the Warrants, as the case may be, furnish to the provisions Company a written opinion of this Section 5counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such exercise, transfer, or exchange may be made without registration under the Securities Act of 1933, as amended (the "Securities Act").

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject to the terms holders agree that any proposed transfer of the Warrant Certificatesor of the Warrant Shares will be made only if such transfer is made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act. If such transfer is proposed to be made pursuant to an exemption from registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: “This warrant has been acquired for investment. This warrant and the securities issuable upon exercise of the warrant have not been registered under the Securities Act of 1933, as amended. Such securities may not be offered, sold, transferred, pledged, assigned or hypothecated without compliance with the transfer restrictions set forth in the Warrant Agreement dated [•], 2007 by and among the Company and the parties named therein and unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required.” Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer by HET or its Affiliate to a Permitted Transferee of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject to holders agree that each certificate representing Warrant Shares will bear the terms of the Warrant Certificates, following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Agent FGC shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the FGC Warrant Certificates, register Register the transfer of any outstanding FGC Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the CompanyFGC, duly executed by the registered holder or holders Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, FGC, at its own expense, will issue a new FGC Warrant Certificate or, if requested by Holder, FGC Warrant Certificates, of the same type and of a like aggregate principal amount in exchange therefore to the transferee(s) designated by the Holder and the surrendered FGC Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant AgentFGC. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, FGC Warrant Certificates may be exchanged at the option of the holder(s) thereof, Holder thereof when surrendered to the Warrant Agent FGC at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another FGC Warrant Certificate or other FGC Warrant Certificates of like tenor and representing in the aggregate a like number of FGC Warrants. Any holder desiring All FGC Warrant Certificates issued upon any exchange or transfer, upon issuance, will be legal and valid obligations of FGC, entitled to exchange a the same benefits as the FGC Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed surrendered for transfer or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedexchange. FGC Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5FGC.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to as set forth on the Companyreverse side of the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, together with the opinion of counsel specified therein, if required. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Holders, by their acceptance of Warrant Agent Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in its customary mannera name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1) pursuant to an exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect, if the Company so requests), or, in the case of Warrant Shares only, pursuant to an effective registration statement under the Securities Act, and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each Holder, by acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agrees to, and each subsequent Holder is required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer is pursuant to clause (1) of this Subsection, will, if requested by the Company, deliver to the Company: (1) an investment covenant, signed by the proposed transferee, setting forth acceptance of the provisions referenced in this Section 4 reasonably satisfactory to the Company; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares or such other legend as the Company reasonably believes is required by law; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear a legend substantially in the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF MAXXIM MEDICAL, INC., A TEXAS CORPORATION (THE "COMPANY") THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), OR, IN THE CASE OF SHARES ONLY, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AND MAY HAVE THE BENEFIT OF CERTAIN REGISTRATION RIGHTS, CONTAINED IN THE STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 12, 1999, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH TS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary mannerthe Company. The Warrant Agent is hereby authorized On delivery of the Warrants by the Company to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required Purchasers pursuant to the provisions Purchase Agreement, each Holder that is a party to the Stockholders' Agreement, dated as of this Section 5November 12, 1999, among the Company and the other parties set forth on the signature pages thereto, as the same may be amended from time to time (the "Stockholders Agreement") will have registration rights with respect to the Warrant Shares set forth in the Stockholders' Agreement. Every Holder, by accepting a Warrant Certificate, consents and agrees with the Company and with every subsequent Holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of such Warrant Certificates, duly endorsed or endorsed, and accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a broker or dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD") or (c) a member of a national securities exchange. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agenttransferee. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holder or holders thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffices or agency maintained for the purpose of exchanging, which is currently located transferring and exercising the Warrants (a "Warrant Agent Office") or at the address listed offices of any successor Warrant Agent as provided in Section 12 19 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4, and deliver the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated by Section 514. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall mutually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer that will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Warrant Certificates surrendered for such exchange or registration of transfer.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Company agrees that it will make the Warrant Agent register available for inspection by the Holders during normal business hours at its office and that the Holders may rely on the Warrant register for purposes of complying with the preceding sentence. The Warrants shall be transferable in its customary manner. Subject whole or in part and, in the event that a Warrant Certificate is transferred in respect of fewer than all the Warrants evidenced by the Warrant Certificate, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the terms provisions of this Section 10 and of Section 8. If such transfer of Warrants is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if reasonably requested by the Company, deliver to the Company an opinion of counsel, which may be counsel to the Holder but which counsel must be reasonably satisfactory to the Company (provided that King & Spalding and Lowexxxxxx, Xxndler, Kohl, Fishxx & Xoylxx xxall be deemed reasonably satisfactory), reasonably satisfactory in form, scope and substance to the Company, that the Warrants may be sold without registration under the Securities Act, as well as: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act); and (2) an agreement by such transferee to the impression of the restrictive legends set forth below on the Warrant Certificate. The Holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS." Notwithstanding the foregoing provisions of this Section 10, the restrictions upon the transferability of the Warrant CertificatesCertificates and the Securities Legend requirement set forth above in this Section 10 shall terminate as to any of the Warrant Securities (i) when and so long as such Warrant Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Securities Legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10 shall terminate as to any Warrant Security, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant Certificate or certificate for Warrant Shares bearing the following legend in place of the Securities Legend set forth above: "THE RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TERMINATED ON ______________, 19__, AND ARE OF NO FURTHER FORCE AND EFFECT." The Holders further agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 15, 1996, BETWEEN PHONETEL TECHNOLOGIES, INC. (THE "COMPANY") AND INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION ("ING") AND CERBERUS PARTNERS, L.P. ("CERBERUS"), AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 15, 1996, AMONG THE COMPANY, ING AND CERBERUS, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms Company. (b) The Warrant holders agree that prior to any proposed transfer of the Warrant CertificatesShares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant Shares may be sold publicly without registration under the Securities Act, the Warrant holder will, if requested by the Company, deliver to the Company: (i) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant Shares; (iii) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (iv) an agreement by such transferee to be bound by the provisions of this Section 5 relating to the transfer of such Warrant Shares. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (d) The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, until the Separation Date with respect to any Warrant, such Warrant shall not be transferable without concurrent transfer of the One-Year Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such One-Year Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d).

Registration of Transfers and Exchanges. The Warrant Agent Company shall --------------------------------------- from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act") will, if requested by the Company, deliver to the Company: --- (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation on the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed transfer of the Warrants or Warrant Shares (as the case may be) may be made without registration under the Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) Transfer --------------------------------------- -------- and Exchange. The Warrant Agent Warrants shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates be transferable upon the records to be maintained by it surrender of a ------------ Warrant Certificate for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments registration of transfer and in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance compliance with the provisions of this Section 5Agreement. When a Warrant is presented to the Warrant Agent with a request to register a transfer, the new Warrant Agent shall register the transfer as requested if the requirements of Section 8-401(a) of the Uniform Commercial Code are met. When Warrants are presented to the Warrant Agent with a request to exchange them for an equal number of Warrants of other denominations, the Warrant Agent shall make the exchange as requested if the requirements of Sections 8-401(a)(1) and (2) of the Uniform Commercial Code of the State of New York are met. To permit registration of transfers and exchanges, the Company shall execute Warrant Certificates required at the Warrant Agent's request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer, exchange or exercise pursuant to this Section 6. Subject to the restrictions set forth in this Section 6, each Holder may at any time and from time to time freely transfer its Warrant and the Warrant Shares in whole or in part. No Warrant has been, and the Warrant Shares at the time of their issuance may not be, registered under the Securities Act, and, except as provided in any separate agreement providing for registration rights, nothing herein contained shall be deemed to require the Company to so register any Warrant or Warrant Shares. The Warrants and the Warrant Shares are issued or issuable subject to the provisions and conditions contained herein, and every Holder of a Warrant or Warrant Shares by accepting such Warrant or Warrant Shares agrees with the Company to such provisions and conditions, and represents to the Company that such Warrant has been acquired and the Warrant Shares will be acquired for the account of such Warrantholder for investment and not with a view to or for sale in connection with any distribution thereof. Except as otherwise permitted by this Section 56, each Warrant (including each Warrant issued upon the transfer of any Warrant) and/or all Warrant Shares, as appropriate, shall be stamped or otherwise imprinted with legends in substantially the following form: (i) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS" and (ii) THIS SECURITY IS ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF MAY 10, 2000, AMONG THE COMPANY, INVESTCORP INVESTMENT EQUITY LIMITED, THE OTHER HOLDERS OF THE CLASS D COMMON STOCK OF THE COMPANY AND DB CAPITAL INVESTORS L.P. A COPY OF SUCH SHAREHOLDERS AGREEMENT MAY BE OBTAINED WITHOUT CHARGE AND UPON REQUEST ADDRESSED TO THE SECRETARY OF THE COMPANY AT THE REGISTERED OFFICE OF THE COMPANY" and (iii) THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE REQUIRED TO BE EXERCISED UPON THE DEMAND OF THE COMPANY, UPON THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY" and (iv) THIS SECURITY IS SUBJECT TO MANDATORY REDEMPTION BY THE COMPANY. SUCH REDEMPTION CAN BE ACCOMPLISHED WITHOUT THE CERTIFICATES REPRESENTING SUCH SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE COMPANY GIVES NOTICE OF SUCH REDEMPTION. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SECURITYHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF STOCK OR SERIES OF STOCK OF THE CORPORATION AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES". Each Warrant issued upon the transfer of any Warrant shall bear the restrictive legends set forth above, unless, with respect to the legend in paragraph (i) above, to the extent that the Holder thereof has delivered to the Company an opinion of counsel (which may be an opinion of an internal counsel of the Holder) reasonably satisfactory to the Company to the effect that such legend is not required in order to ensure compliance with the Securities Act.

Registration of Transfers and Exchanges. The shares of Common Stock and the Class A and Class B Warrants included in the Units will be separately transferable upon issuance. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, purpose upon surrender thereof thereof, duly endorsed endorsed, or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent duly executed, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) holder thereof, . when surrendered to the Warrant Agent at its principal corporate trust officeoffices maintained for that purpose in Houston, which is currently located at the address listed in Section 12 hereofTexas, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such the Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated by Section 511.

Registration of Transfers and Exchanges. 5.1 The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Series B Warrant Certificates upon on the records to be maintained by it for that purposeWarrant Register, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any such registration of transfer, a new Series B Warrant Certificate or Certificates of like tenor and series and exercisable for the same aggregate number of Units shall be issued to the transferee(s) transferee and the surrendered Series B Warrant Certificate shall be cancelled and disposed of by the Company. 5.2 This Warrant Certificate and all Warrant Certificates issued upon exchange, transfer or replacement hereof, when surrendered to the Company by the registered holder hereof or thereof in person or by legal representative or by attorney duly authorized in writing, may be exchanged, without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and series exercisable for the same aggregate number of Units and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Warrant Agent in its customary manner. Company. 5.3 Subject to Section 7 in connection with transfer taxes, the terms Company shall pay all expenses, taxes and related charges in connection with the preparation, issuance and delivery of the Series B Warrant Certificates, Warrant Certificates may be exchanged at . 5.4 Notwithstanding the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agentforegoing, the Company shall have no obligation to cause Warrant Certificate or Certificates to be so exchanged. transferred on its Warrant Certificates surrendered for exchange shall be cancelled by Register to any person, unless (a) the Warrant Agent. Such cancelled Holder of such Warrant Certificates shall then be disposed furnish to the Company evidence of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercompliance with the Securities Act of 1933, as amended (the "Securities Act"), in accordance with the provisions of this Section 512 and Section 14 hereof, (b) the new Warrant Certificates required pursuant to proposed transferee is an Institutional Lender (as defined in the provisions Securities Purchase Agreement), (c) such transfer is made in accordance with the Securityholders Agreement, and (d) the transferee shall execute and deliver a joinder of this Section 5the Securityholders Agreement.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferees and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms Company. By their possession of the Warrant Certificates, the Warrant holders shall be deemed to agree that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Act, or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 5 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed transfer of the Warrants or Warrant Shares (as the case may be) may be made without registration under the Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the any transfer of any outstanding this Warrant Certificates upon the records permitted under Section 12 hereof in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or hereof accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder or holders thereof hereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney and upon receipt of any applicable transfer taxes or evidence satisfactory to the Company that no such tax is due. Upon any such registration of transfer, a new Warrant Certificate of like tenor shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. If such transfer of this Warrant Agent in its customary manner. Subject is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant holder will, if reasonably requested by the Company, deliver to the terms Company an opinion of counsel, which counsel and the form, scope and substance of which opinion shall be reasonably satisfactory to the Company, that this Warrant may be sold without registration under the Securities Act, as well as: (a) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of the restrictive investment legend set forth at the beginning of this Warrant; and (c) an agreement by such transferee to be bound by the provisions of this Warrant. This Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereofholder hereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing tenor, including, without limitation, upon an adjustment in the aggregate a like Exercise Price or in the number of WarrantsWarrant Shares purchasable upon exercise of this Warrant. Any holder desiring to exchange a The Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof (together with the form of assignment on the reverse side thereof duly endorsed or filled in) to the Warrant Agent at its office designated for such purpose accompanied (if so required by it or the Company) by a written instrument or instruments of transfer (which shall be in a form reasonably satisfactory to the Warrant Agent and the Company), duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof thereof, or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate or Warrant Certificates (of like tenor and representing in the aggregate a like number of Warrants) shall be issued to the transferee(s) and the surrendered Warrant Certificate or Warrant Certificates shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the such Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) Holder thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofoffice designated for such purpose, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then thereafter be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 4 and this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5, and the Company, whenever requested by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposes. The Company may require payment of a sum sufficient to cover such reasonable charges (including, without limitation, any tax or other governmental charge that may be imposed and the fees and expenses of the Warrant Agent) as the Company or the Warrant Agent may prescribe in connection with any exchange or registration of transfer of Warrant Certificates.

Registration of Transfers and Exchanges. The No Warrant may be transferred prior to the Restricted Period Termination Date except in a Permitted Transfer. Prior to the Restricted Period Termination Date, the Warrant Agent shall not register the transfer of any outstanding Warrant Certificate except a Permitted Transfer. Following the Restricted Period Termination Date until the Close of Business on the Expiration Date (as hereinafter defined), the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of such Warrant Certificates, duly endorsed endorsed, and, if not surrendered by or on behalf of an original holder of Warrants or a Permitted Transferee accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by (a) a bank or trust company, (b) a broker or dealer that is a member of the National Association of Securities Dealers, Inc. (the "NASD"), (c) a member of a national securities exchange or (d) by an "eligible guarantor institution" as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and transferee. For purposes of this Agreement the surrendered Warrant Certificate "Restricted Period Termination Date" shall be cancelled the earlier of October 3, 1995 or the date on which a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering the Warrants and Shares shall have been declared effective by the Warrant Agent. Cancelled Warrant Certificates shall thereafter Securities and Exchange Commission (the "SEC"), and such other action as may be disposed of required by the Warrant Agent in its customary manner. Subject federal or state law relating to the terms issuance or distribution of securities shall have been taken, except that with respect to Warrants issued to or held by Xxxxx X. Xxxxxxxx or A/S Swekk or holders who acquire such warrants from Xxxxx X. Xxxxxxxx or A/S Swekk in a Permitted Transfer, the Restricted Period Termination Date shall be October 3, 1997. For purposes of this Agreement a "Permitted Transfer" shall be any of the Warrant Certificatesfollowing: (i) a transfer by operation of law, Warrant Certificates may be exchanged at the option (ii) a transfer pursuant to applicable laws of the holder(sdescent and distribution, and (iii) thereof, when surrendered a transfer to the Warrant Agent at its principal corporate trust officeowners of an entity holder upon the liquidation of such entity; provided, which is currently located at however, that the address listed restrictions contained in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.-------- -------

Registration of Transfers and Exchanges. (a) The Warrant Certificates shall be issued in registered form only. The Company shall cause to be kept at the office of the Warrant Agent a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and transfers or exchanges of Warrant Certificates as provided in this Agreement. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. A holder may transfer its Warrants only by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. No such transfer shall be effected until, and such transferee shall succeed to the rights of a holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the register. Prior to the registration of any transfer of Warrants by a holder as provided herein, the Company, the Warrant Agent, and any agent of the Company may treat the person in whose name the Warrants are registered as the owner thereof for all purposes and as the person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding. Furthermore, any holder of a Global Warrant shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in the Warrants represented thereby shall be required to be reflected in a book-entry. When Warrant Certificates are presented to the Warrant Agent with a request to register the transfer or to exchange them for an equal amount of Warrants of other authorized denominations, the Warrant Agent shall register such transfer or make such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates at the Warrant Agent's request. No service charge shall be made for any registration of transfer or exchange of Warrants, but the 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 of Warrants. (b) The Global Warrants initially shall (i) be registered in the name of the Depositary for such Global Warrants or the nominee of such Depositary, (ii) be delivered to the Warrant Agent as custodian for such Depositary and (iii) bear legends as set forth in Section 2 hereof. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Agreement with respect to the Global Warrants, as the case may be, held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Warrants. (c) Transfers of a Global Warrant shall be limited to transfers of such Global Warrant in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in the Global Warrants may be transferred in accordance with the rules and procedures of the Depositary. Certificated Warrants shall be issued and transferred to all beneficial owners in exchange for their beneficial interests in the Global Warrant if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for any such Global Warrant and a successor depositary is not appointed by the Company within 120 days of such notice. (d) In connection with the transfer of the entire Global Warrant to the beneficial owners thereof pursuant to paragraph (c) above, the Global Warrant shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in the Global Warrant, Definitive Warrants of authorized denominations representing, in the aggregate, the number of Warrants theretofore represented by the Global Warrant. (e) The registered holder of a Global Warrant may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Agreement or the Warrants. (f) The Warrant Agent shall retain copies of all letters, notices and other written communications received pursuant to this Section 5. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Warrant Agent. (g) Any Warrant Certificate surrendered for registration of transfer, exchange or exercise of the Warrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company and, except as provided in this Section 5 in case of an exchange, Section 6 hereof in case of the exercise of less than all the Warrants represented thereby or Section 8 hereof in case of a mutilated Warrant Certificate, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates as the Company may direct. (h) The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5. (i) Notwithstanding the provisions of Section 5(a), until Separated (as defined herein) each Warrant Certificate will be held by the Trustee, as custodian for the registered holders of each Debenture or Debenture in global form, and will be registered in the name of the registered holder of such Debenture initially in the amount specified to the Warrant Agent by the Company. Such holder may, at any time, subject on or after the Separation Date (as defined herein), at its option, by notice to the limitations Trustee elect to separate and/or separately transfer the Debentures and the Warrants represented by such Debenture or Debenture in global form containing a Warrant Endorsement (as defined in the Indenture), in whole or in part, for a definitive Warrant Certificate or Warrant Certificates or a beneficial interest in a Global Warrant evidencing the underlying Warrants and for a Debenture or Debentures or a beneficial interest in a global Debenture of a like aggregate principal amount at maturity of authorized denominations and not containing a Warrant Endorsement in accordance with the Indenture (such surrender and exchange being referred to herein as a "Separation" and the related Warrants being referred to as "Separated"); provided that no delay or failure on the terms part of the Trustee or the Warrant Agent to exchange such Warrant Certificate and conditions Debenture or Debentures shall affect the Separation of the Debentures and the Warrants or their separate transferability. Prior to Separation, record ownership of the Warrants will be evidenced by the certificates for Debentures or a global Debenture registered in the names of the holders of the Debentures or global Debenture, which certificates or global Debenture will bear thereon a Warrant Endorsement substantially in the form set forth in the Warrant CertificatesIndenture, register and the right to receive or exercise Warrants will be transferable only in connection with the transfer of any outstanding such Debentures or a beneficial interest in a global Debenture. All Debentures and global Debentures containing a Warrant Certificates upon the records to Endorsement presented for Separation shall be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration , and in the case of transfer, which signature shall be medallion guaranteed by an institution which is a new member of a Securities Transfer Association recognized signature guarantee program. Upon notice from the Trustee of a Separation, the Warrant Agent shall, with respect to Definitive Warrants, deliver (or cause to be delivered) the Warrant Certificate shall be issued to the transferee(s) and the surrendered or Warrant Certificate shall be cancelled Certificates executed by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of Company and countersigned by the Warrant Agent in the name of such registered holder or holders or such transferee or transferees or shall, with respect to Global Warrants, deliver (or cause to be delivered) a Global Warrant (CUSIP __________) executed by the Company and countersigned by the Warrant Agent in the name of the Depositary or its customary manner. Subject nominee for such aggregate number of Warrants (or, with respect to a Global Warrant, increasing the number of Warrants represented thereby in such amount) as shall equal _____ Warrants for each $1,000 principal amount at maturity of Debentures so exchanged for Separation, bearing numbers or other distinguishing symbols not contemporaneously outstanding, to the terms person or persons entitled thereto. Upon registration of transfer or exchange of a Warrant Certificate, the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate to the persons entitled thereto. (j) No service charge shall be made for registration of transfer or exchange upon surrender of any Warrant Certificate at the office of the Warrant Certificates, Warrant Certificates Agent maintained for that purpose. The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be exchanged at the option imposed in connection with any registration, transfer or exchange of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Certificates.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 7 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, transfer a new Warrant Certificate shall be issued to the transferee(sCertificate(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like the number of Warrants. Any holder desiring Warrants transferred, shall be issued to exchange a the transferee(s), and the surrendered Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Warrantholder. Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. (b) Any Warrant Certificate may be exchanged, subdivided or combined with other Warrant Certificates evidencing the same rights as the rights evidenced thereby upon presentation and surrender thereof at the principal office of the Warrant Agent, together with a written notice signed by the Holder hereof specifying the denominations in which new Warrant Certificate(s) are to be issued. Upon presentation and surrender of any Warrant Certificates, together with such written notice, for exchange, subdivision or combination of such Warrant Certificates, the Company will issue a new Warrant Certificate or Warrant Certificates, in the denominations requested, of like tenor entitling the Holder(s) thereof to purchase the same aggregate number of Warrant Shares as the Warrant Certificate(s) so surrendered. Such new Warrant Certificate(s) will be registered in the name of the Holder submitting such request. Any Warrant Certificate surrendered for exchange, subdivision or combination shall be canceled promptly upon the issuance of such new Warrant Certificate(s) and then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (c) The Warrant Agent is hereby authorized to transfercountersign and deliver, in accordance with the provisions of this Section 56 and of Section 5 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 56.

Registration of Transfers and Exchanges. The Company shall cause to be kept at its principal office (the "Register Office") a register in which the Company shall provide for the registration of Warrant Agent shall from time to time, subject to the limitations certificates and on the terms and conditions set forth in of transfers or exchanges of Warrant certificates at the Warrant Certificates, holder's option. The Company shall promptly register the transfer of any outstanding Warrant Certificates upon certificates, in the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. Upon any such registration of transfer, a new Warrant Certificate certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate certificate shall be cancelled canceled by the Company. Canceled Warrant Agent. Cancelled Warrant Certificates certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form manner satisfactory to the Company in accordance with any applicable laws. Whenever any Warrant Agentcertificates are surrendered for exchange, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange Company shall be cancelled by execute and deliver the Warrant Agentcertificates that the Warrant holder making the exchange is entitled to receive. Such cancelled All Warrant Certificates shall then be disposed certificates issued upon any registration of by such transfer or exchange of Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, certificates in accordance with the provisions of this Section 56 shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement, as the Warrant certificates surrendered for such registration of transfer or exchange. Every Warrant certificate surrendered for registration of transfer or exchange shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument of transfer in the form of Exhibit B attached hereto, duly executed by the Warrant holder or its attorney duly authorized in writing. No service charge will be made for any registration of transfer or exchange upon surrender of Warrant certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax which may be imposed in connection with any such transfer or exchange before registering any such transfer or exchange or issuing or delivering any Warrant certificates. Any Warrant certificate when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Warrant certificate duly endorsed in blank may be treated by the Company and all other Persons dealing therewith as the absolute owner thereof for any purpose and as the Person entitled to exercise the rights represented thereby, or to the transfer thereof on the register of Warrants maintained by the Company, any notice to the contrary notwithstanding; but until such transfer on such register, the new Company may treat the registered Warrant Certificates required holder as the owner for all purposes. The Warrant holders agree that they shall give five (5) Business Days prior written notice to the Company of any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective registration statement under the Securities Act prior to (X) the date which is two years (or such shorter period as may be prescribed by Rule 144(k) (or any successor provision thereto)) after the later of the date of original issuance of the Warrants and the last date on which the Company or any affiliate of the Company was the owner of such Warrants, or any predecessor thereto, and (Y) such later date, if any, as may be required by any subsequent change in applicable law, the Warrant holders shall deliver to the Company: (a) an opinion of counsel reasonably acceptable to the Company that the Warrant or Warrant Shares may be transferred without registration under the Securities Act or (b) in the case of a transfer (x) to a "qualified institutional buyer" (as defined in Rule 144A under the Act) in a transaction complying with Rule 144A, (y) to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) or (z) outside the United States in compliance with Rule 904 under the Act, such certificates or letters, containing such representations and agreements, as are customary for such transactions and reasonably requested by the Company to demonstrate compliance with such exemption from the Act; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares to the extent required; and (3) an agreement by such transferee to be bound by the provisions of this Section 5Agreement. In addition to any other legend which may be required by applicable law, each Warrant certificate representing Warrants and each certificate representing Warrant Shares issued upon exercise or exchange of the Warrant shall have endorsed, to the extent appropriate, upon its face the following words: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 4, register the transfer of any portion or all of any outstanding Warrant Certificates Certificate upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Company. (b) The Agent agrees, and by receiving a Warrant Agent. Cancelled Certificate, each Warrant-holder agrees, that prior to any proposed transfer of the Warrant Certificates shall thereafter or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), or an opinion of counsel that the Warrants or Warrant Shares may be disposed of transferred without registration under the Act, the Warrantholder will deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee to be bound by the provisions of this Agreement. The Agent agrees and each Warrantholder agrees that each certificate representing Warrant Shares will bear a legend in its customary mannersubstantially the following form unless at the time the Warrant is exercised there is an effective Registration Statement under the Act with respect to the Warrant Shares: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." (c) Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by the Warrant AgentCompany) by a written instrument or instruments of transfer in form satisfactory to the Warrant AgentCompany, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall --------------------------------------- from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to any proposed transfer of the terms Warrants or of the Warrant CertificatesShares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment representation reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrants or Warrant Shares will bear the following legend until such Warrants or Warrant Shares have been sold pursuant to an effective registration statement under the Act: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER AND OF ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from --------------------------------------- time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records Warrant Register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject to the terms holders agree that no proposed transfer of the Warrant Certificatesor of the Warrant Shares will be made unless pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) under the Securities Act or upon the receipt by the Company of an opinion of counsel, reasonably satisfactory in form and substance to the Company, that such transfer is exempt from registration requirements under the Securities Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The (a) Subject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of such Warrant Certificates at the Warrant Agent Office (as defined below), duly endorsed or endorsed, and accompanied (if so required by the Company) by a written instrument or instruments completed form of transfer in form satisfactory to the Companyassignment, duly executed signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agenttransferee. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holder or holders thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffices or agency maintained in American Stock Transfer & Trust Company, which is currently located LLC, 6000 00xx Xxxxxx, Xxxxxxxx, XX 00000 Attention: Corporate Trust Department (or at such other offices or agencies as may be designated by the Warrant Agent) (the "Warrant Agent Office") for the purpose of exchanging, transferring and exercising the Warrants or at the address listed offices of any successor Warrant Agent appointed as provided in Section 12 17 hereof, without payment of any service charge, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. (b) No Warrants may be sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to The Company and the Warrant Agent, Agent agree and acknowledge that the Warrants have been effectively registered under the Securities Act of 1933 (Registration Statement on Form S-1 file number 333-196091). The Shares have been registered for issuance upon proper exercise. The Company shall surrender, duly endorsed or accompanied (if so required by notify the Warrant AgentAgent within one Business Day upon its receipt of any stop order or notice of suspension of the effectiveness of the Registration Statement. (c) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new Warrant Certificates required pursuant to the provisions of this Section 56, and for the purpose of any distribution of Warrant Certificates contemplated by Section 13. (d) In the event of any purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect and the Warrant Agent shall not give effect to such transfer.