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 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 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 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 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. 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 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 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 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 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 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 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 Warrant Agent Holdings 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, Holdings shall provide for the limitations 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. Holdings 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 Holdings. Canceled Warrant Agent. Cancelled Warrant Certificates certificates shall thereafter be disposed of by in a manner satisfactory to Holdings in accordance with any applicable laws. Whenever any Warrant certificates are surrendered for exchange, Holdings 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 Holdings, 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 AgentHoldings) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in the form satisfactory to the Warrant Agentof Exhibit B attached hereto, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled duly executed by the Warrant Agentholder or its attorney duly authorized in writing. Such cancelled No service charge will be made for any registration of transfer or exchange upon surrender of Warrant Certificates certificates or any issuance of Warrant certificates pursuant to Section 3 or this Section 6, but Holdings 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 then be disposed of by such Warrant Agent in its customary mannerdeemed negotiable. The holder of any Warrant Agent certificate duly endorsed in blank may be treated by Holdings 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 Holdings, any notice to the contrary notwithstanding; but until such transfer on such register, Holdings 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. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE HOLDINGS OPERATING AGREEMENT OF AMERICAN REPROGRAPHICS HOLDINGS, L.L.C. ("HOLDINGS"), DATED AS OF APRIL 10, 2000, AND INVESTOR UNITHOLDERS AGREEMENT OF HOLDINGS, DATED AS OF APRIL 10, 2000, COPIES OF EACH OF WHICH MAY BE OBTAINED FROM HOLDINGS. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF HOLDINGS UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENTS. 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 Holdings of such holder's intention to effect such transfer, describing the manner and circumstances of the proposed transfer, and, if requested by Holdings, obtain from counsel to such holder, who shall be reasonably satisfactory to Holdings, an opinion that the proposed transfer of such Warrants may be effected without registration under the Securities Act, unless such requirement is hereby authorized waived by Holdings. After receipt of the Transfer Notice and opinion (unless waived by Holdings), Holdings shall, within five days thereof, so notify the holder of such Warrants and such holder shall thereupon, subject to transfercompliance with the other restrictions on transfer contained herein, be entitled to transfer such Warrants, in accordance with the provisions 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 Holdings 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 Holdings under this Section 5, the new Warrant Certificates required pursuant 6. In addition to the provisions transfer restrictions set forth in the preceding paragraph, no Warrants may be transferred in violation of this Section 5the Holdings Operating Agreement or the Co-Sale Agreement, as long as they remain in effect. So long as the Holdings Operating Agreement and the Co-Sale Agreement remain in effect, each transferee of any Warrant, as a condition to such transfer, shall become a party to the Holdings Operating Agreement and to the Co-Sale Agreement and agree to be bound by their respective terms. Each Warrant issued upon such transfer shall bear the restrictive legend with respect to the Holdings Operating Agreement and the Co-Sale Agreement set forth above, unless the Holdings Operating Agreement and the Co-Sale Agreement shall terminate in accordance with their respective terms.

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 5Section, 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.

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 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. (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 Restrictive Legend that does not comply with the provisions of the Restrictive 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 Warrant CertificatesCompany, 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 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. 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 surrenderregister such transfer or make such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, duly endorsed or accompanied (if so required by the Company shall execute Warrant Certificates at 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's request.

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 provisions 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 this Section 5.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:

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 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 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 Warrant Agent in its customary mannerCompany. Subject to the terms of The Company agrees that it will make the Warrant Certificates, Warrant Certificates register available for inspection by the Holders during normal business hours at its office and that the Holders may be exchanged at the option of the holder(s) thereof, when surrendered to rely on the Warrant Agent at its principal corporate trust officeregister for purposes of complying with the preceding sentence. The Warrants shall be transferable in whole or in part and, 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 event that a Warrant Certificate shall deliver a written request to is transferred in respect of fewer than all the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required Warrants evidenced by the Warrant Agent) by Certificate, a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the new Warrant Certificate evidencing the remaining Warrant or Certificates to Warrants will 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 issued and delivered pursuant to the provisions of this Section 5.10 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:

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. 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 Company, Warrant 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) transferee 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 of the Warrant Certificates, Company. 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 officeoffice maintained for the purpose of exchanging, which is currently located at transferring and exercising the address listed Warrants in Section 12 hereofthe Atlanta, Georgia (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 exchange, transfer and 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 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, 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 512.

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. (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 5Section, and for the purpose of any distribution of Warrant Certificates contemplated herein.

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. (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 Warrant Agent in its customary mannerCompany. Subject to the terms The Holders, by their acceptance of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereofor certificates evidencing Warrant Shares, when surrendered to the Warrant Agent at its principal corporate trust officeagree that any proposed resale, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate pledge or other transfer (including any transfer by issuance of Warrant Certificates Shares upon exercise of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange Warrant evidenced by a Warrant Certificate shall deliver in a written request 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 Warrant Agent, registration requirements of the Securities Act (and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments based upon an opinion of transfer in form counsel reasonably satisfactory to the Company to such effect, if the Company so requests), or, in the case of Warrant AgentShares only, pursuant to an effective registration statement under 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 Securities Act, and (2) in its customary manner. The Warrant Agent is hereby authorized to transfereach case, in accordance with the provisions 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 Section 5Subsection, will, if requested by the new Warrant Certificates required pursuant Company, deliver to the provisions of this Section 5.Company:

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. If any transfer of Warrants is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), the Warrant Agent in its customary manner. Subject holder will deliver to the terms Company an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the Warrant Certificatesfollowing legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. 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 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 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 Warrant Agent Company. Each Holder, severally and not jointly, acknowledges and affirms its respective representations in its customary manner. Subject to the terms Paragraph 6 of the Securities Purchase Agreement. The Warrant Certificatesholders and all holders of Warrant Shares, by their acceptance of Warrant Certificates may be exchanged at the option of the holder(s) thereofor certificates evidencing Warrant Shares, when surrendered to the Warrant Agent at its principal corporate trust officeagree that any proposed resale, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate pledge or other transfer (including any transfer by issuance of Warrant Certificates Shares upon exercise of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange Warrant evidenced by a Warrant Certificate shall deliver in a written request 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 Warrant Agentseller 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 shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments based upon an opinion of transfer in form counsel reasonably satisfactory to the Warrant AgentCompany to such effect), (x) to the Warrant Certificate Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or Certificates (z) pursuant to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by an effective registration statement under the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent Securities Act and (2) in its customary manner. The Warrant Agent is hereby authorized to transfereach case, in accordance with the provisions applicable securities laws of this Section 5any 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 new Warrant Certificates required 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 provisions of this Section 5.second preceding sentence, will, if requested by the Company, deliver to the Company:

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 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. 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. Prior to the Separation Date, the Contingent Warrants shall not be transferable separately but shall be transferable only as a Unit with the Preferred Shares as provided in Section 6. With respect to beneficial interests in a Global Warrant, transfers shall only be made on the books and records of the Depository. No beneficial owner of an interest in any Global Warrant will be able to transfer that interest except in accordance with the Depository's applicable procedures (in addition to those under the Certificate of Designations and this Agreement, as applicable). With respect to Certificated Warrants, the Company shall cause to be kept at the Warrant Agent Office a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Warrant Certificates and of transfers or exchanges of Warrant Certificates at the Contingent Warrant holder's option by the Warrant Agent as herein provided. 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 Certificated Warrants 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 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 accordance with its customary manner. Subject procedures and a certificate of their destruction delivered to the terms of the Warrant Certificates, Company. Whenever any Warrant Certificates may be exchanged at are surrendered for exchange, the option of the holder(s) thereofCompany shall execute, when surrendered to and the Warrant Agent at its principal corporate trust officeshall countersign and deliver, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates that the Contingent Warrant holder making the exchange is entitled to receive. All Certificated Warrants issued upon any registration of like tenor transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request entitled to the same benefit under this Agreement, as the Certificated Warrants surrendered for such registration of transfer or exchange. Every Certificated Warrant Agent, and surrendered for registration of transfer or exchange shall surrender, duly endorsed or accompanied (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in the form contained Exhibit A hereto or such other form satisfactory to the Company and as Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled duly executed by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed holder thereof or his attorney duly authorized in writing (with, in the case of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, such signature guaranteed by an Eligible Guarantor Institution). If the holder of a Certificated Warrant wishes at any time prior to the date which is three years (or such shorter period as may be prescribed by Rule 144(k)) after the later of the date of original issuance of the Contingent Warrants and the last day on which the Company or any affiliate (as defined in Rule 144) of the Company was the owner of such Contingent Warrants, or any predecessor thereto (the "Resale Restriction Termination Date"), such transfer may be effected only in accordance with the provisions of this Section 58 and subject to the applicable procedures of the Depository. Upon receipt by the Warrant Agent of (i) such Certificated Warrant and instructions satisfactory to the Warrant Agent directing that a specified number of Contingent Warrants not greater than the number of Contingent Warrants represented by such Certificated Warrant be credited to a specified account at the Depository and (ii) a certificate substantially in the form of Exhibit B hereto duly executed by the Contingent Warrant holder or his attorney duly authorized in writing, then the Warrant Agent shall cancel such Certificated Warrant (and issue a new Certificated Warrant in respect of any untransferred Contingent Warrants) and increase the aggregate number of Contingent Warrants represented by such Contingent Warrants so transferred. No service charge shall be made for any registration of transfer or exchange upon surrender of Certificated Warrants or any issuance of Warrant Certificates required 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. Notwithstanding the foregoing, except in the circumstances referred to below, owners of beneficial interests in a Global Warrant will not be entitled to have such Global Warrant or any Contingent Warrants presented thereby registered in their names, will not receive or be entitled to receive physical delivery of Certificated Warrants in exchange therefor and will not be considered to be the owners or holders of such Global Warrant or any Contingent Warrants represented thereby for any purpose under this Agreement. Any Global Warrant shall be exchangeable pursuant to this Section 8 for Certificated Warrants registered in the names of persons other than the Depository or its nominee only if the Depository notifies the Company that it is unwilling or unable to continue as Depository or if at any time the Depository ceases to be a clearing agency registered under the Exchange Act. Any Global Warrant that is exchangeable pursuant to the provisions preceding sentence shall be exchangeable for Certificated Warrants registered in such names as the Depository shall direct. Notwithstanding any other provision in this Agreement, a Global Warrant may not be transferred except in whole by the Depository to a nominee of this Section 5the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository. Neither the Company, the Warrant Agent nor any agent of the Company or the Warrant Agent will have any responsibility or liability for any actions or omissions of the Depository or for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Warrant or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Certificated Warrant when duly endorsed in blank (with signature guaranteed) shall be deemed negotiable. The holder of any Certificated Warrant duly endorsed in blank may be treated by the Company, the Warrant Agent 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 the Company maintained by Warrant Agent, any notice to the contrary notwithstanding; but until such transfer on such register, the Company and the Warrant Agent may treat the registered holder thereof as the owner for all purposes. Notwithstanding the foregoing, with respect to any Global Warrant, 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 any Depository (or its nominee), as a Contingent Warrant holder, with respect to such Global Warrant or impair, as between such Depository and owners of beneficial interests in such Global Warrant, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the holder of such Global Warrant.

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. 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 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. 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 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. 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 (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 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 16 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 5Section. 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. (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 5Section, and for the purpose of any distribution of Warrant Certificates contemplated herein.

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 5Section, 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.

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 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 3 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. 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 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. 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 Register the transfer or exchange of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or to the Warrant Agent at its Corporate Office 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. Upon any such registration of transfertransfer or exchange, a one or more 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 in authorized denominations and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate Warrants shall deliver a written request be issued to the Warrant Agenttransferee or the exchanging holder, and shall surrender, duly endorsed or accompanied (if so required by as 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 exchangedcase may be. 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 its customary mannera manner reasonable satisfactory to the Company. 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 5Section, and for the purpose of any distribution of Warrant Certificates contemplated herein.

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 5Section, 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.

Registration of Transfers and Exchanges. The 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 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 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) 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 Agent at its principal corporate trust officeoffices or agency maintained in Dallas, which is currently located Texas (or at such other offices or agencies as may be designated by the Agent) for the purpose of exchanging, 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 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. (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 shall from time to timea register in which, subject to such reasonable regulations as it may prescribe, the limitations and on Company shall provide for the terms and conditions set forth in the Warrant Certificates, register the transfer registration of any outstanding Warrant Certificates and transfers or exchanges of Warrant Certificates as provided in this Agreement. All Warrant Certificates issued 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 any registration of transfer in form satisfactory to or exchange of Warrant Certificates shall be the valid obligations of the Company, duly executed by evidencing the registered holder or holders thereof or by same obligations, and entitled to the duly appointed legal representative thereof or by a duly authorized attorney. Upon any same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer, a new transfer or exchange. A holder may transfer its Warrants only by written application to the Warrant Certificate Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement. No such transfer shall be issued effected until, and such transferee shall succeed to the transferee(s) rights of a holder only upon, final acceptance and registration of 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 Warrant CertificatesCompany, 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 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 surrenderbe 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, duly endorsed the Warrant Agent shall register such transfer or accompanied (make such exchange as requested if so required by its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute Warrant Certificates at the Warrant Agent) by a written instrument or instruments '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 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 connection with any registration of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions transfer of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Warrants.

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. Subject The Warrant holders agree that they shall give five days prior written notice of transfer to the terms Company and that prior to any proposed transfer of the Warrants or of the Warrant CertificatesShares, Warrant Certificates 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 exchanged at prescribed by Rule 144(k) (or any successor provision thereto)) after the option later of the holder(s) thereofdate 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, 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 Agentany predecessor thereto, and shall surrender(Y) such later date, duly endorsed or accompanied (if so any, as may be required by the Warrant Agent) by a written instrument or instruments of transfer any subsequent change in form satisfactory to the Warrant Agentapplicable law, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange holders 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 deliver to the provisions of this Section 5.Company:

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 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 or 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 attorneyattorney and the transfer fee, payable by the holder, of _____ Dollars __________ ($_____) for each 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 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 are detachable and they may be exchanged at the option of the holder(s) holder thereof, when surrendered to at the principal office in ____________________, 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 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 5and of Section 3, 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. (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 5Section, 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.

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 5.6, 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:

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. 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 Warrant Agent Company. Each Holder, severally and not jointly, acknowledges and affirms its representations in its customary manner. Subject to the terms Paragraph 6 of the Securities Purchase Agreement. The Warrant Certificatesholders and all holders of Warrant Shares, by their acceptance of Warrant Certificates may be exchanged at the option of the holder(s) thereofor certificates evidencing Warrant Shares, when surrendered to the Warrant Agent at its principal corporate trust officeagree that any proposed resale, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate pledge or other transfer (including any transfer by issuance of Warrant Certificates Shares upon exercise of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange Warrant evidenced by a Warrant Certificate shall deliver in a written request 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 Warrant Agentseller 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 Securities Act (and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments based upon an opinion of transfer in form counsel reasonably satisfactory to the Warrant AgentCompany to such effect), (x) to the Warrant Certificate Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or Certificates (z) pursuant to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by an effective registration statement under the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent Securities Act and (2) in its customary manner. The Warrant Agent is hereby authorized to transfereach case, in accordance with the provisions applicable securities laws of this Section 5any 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 new Warrant Certificates required 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 provisions of this Section 5.second preceding sentence, will, if requested by the Company, deliver to the Company:

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 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 Warrant CertificatesCompany, 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 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. 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 surrenderregister such transfer or make such exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, duly endorsed or accompanied (if so required by the Company shall execute Warrant Certificates at the Warrant Agent) by a written instrument or instruments '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 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 connection with any registration of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions transfer of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Warrants.

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 provisions 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 this Section 5.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: