Common use of Registration of Warrants Clause in Contracts

Registration of Warrants. (1) The Company shall, at all times while any Warrants are outstanding, cause the Warrant Agent and its agents to maintain a register in which will be entered in alphabetical order the names, latest known addresses of the Warrantholders and particulars of the Warrants held by them, and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of the Warrant Agent in the City of Toronto. (2) At the office of the Warrant Agent during normal business hours, the holder of a Warrant may have such Warrant transferred in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs of any such transfer registration shall be borne by the transferee or presenter. (3) The registers referred to in this Section 3.2 shall at all reasonable times be open for inspection by the Company and by any Warrantholder. The Warrant Agent, when requested in writing so to do by the Company, shall furnish the Company with a list of names and addresses of the Warrantholders showing the number of Warrants held by each Warrantholder. (4) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company or to the Warrant Agent.

Registration of Warrants. (1a) Except as described below, registration of interests in and transfers of each of the 2014 Warrants and the 2016 Warrants may be made through the securities registration system operated by the Depository and may be evidenced by one or more single fully registered Global Warrant Certificate(s) for an amount representing the aggregate number of each of the 2014 Warrants and the 2106 Warrants, respectively, outstanding from time to time. (b) The Company shallmay terminate the application of this Section 2.6 in its sole discretion, at in which case all times while Warrants will be evidenced by one or more registered certificate(s). (c) Transfers of beneficial ownership in any Warrant represented by a Global Warrant Certificate will be effected only with respect to the interest of a participant (or broker), through records maintained by the Depository or its nominee for such Global Warrant Certificate. Beneficial Owners who are not participants/brokers but who desire to sell or otherwise transfer ownership of or any other interest in Warrants are outstandingrepresented by such Global Warrant Certificate may do so only through a participant/broker. (d) The rights of beneficial owners shall be limited to those established by applicable law and agreements between the Depository and the participants/brokers and between such participants/brokers and beneficial owners and must be exercised through a participant/broker in accordance with the rules and procedures of the Depository. (e) Subject to Subsection 2.6(h), cause neither the Company nor the Warrant Agent shall be under any obligation to deliver to any participant/broker or beneficial owner, nor shall any participant or beneficial owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Warrants, except where physical certificates evidencing ownership in securities are required to deal with Warrant exercises and its agents to maintain restricted and/or legended securities. (f) If any Warrant is represented by a register in which will be entered in alphabetical order the names, latest known addresses Global Warrant Certificate and any of the Warrantholders and particulars of following events occurs: (i) the Warrants held by them, and a register of transfers in which shall be entered Depository or the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of Company has notified the Warrant Agent that (A) the Depository is unwilling or unable to continue as Depository or (B) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the City Company is unable to locate a qualified successor Depository within 90 days of Toronto.delivery of such notice; or (2ii) At the office of Company or the Warrant Agent during normal business hours, Depository is required by applicable law to take the holder of a Warrant may have such Warrant transferred action contemplated in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs of any such transfer registration this Subsection 2.6(f); then one or more definitive registered certificates shall be borne by the transferee or presenter. (3) The registers referred to in this Section 3.2 shall at all reasonable times be open for inspection by the Company and by any Warrantholder. The Warrant Agent, when requested in writing so to do executed by the Company, shall furnish the Company with a list of names and addresses of the Warrantholders showing the number of Warrants held countersigned and delivered by each Warrantholder. (4) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make the Depository in exchange for the Global Warrant Certificate(s) held by the Depository. (g) Any registered certificates issued and exchanged pursuant to Section 2.6(f) shall be registered in such minor error corrections names and (ii) agreed to pay to in such denominations as the Depository shall instruct the Warrant Agent, promptly upon written demand, provided that the full amount aggregate number of all loss and expense (including without limitation reasonable legal fees of the Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest Warrants represented by such registered certificates shall be equal to the Warrant Agent), sustained aggregate number of Warrants represented by the Company Global Warrant Certificate(s) so exchanged. Upon exchange of a Global Warrant Certificate for one or the more certificates in definitive form, such Global Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected Certificate shall be cancelled by the Warrant Agent; provided. (h) Notwithstanding anything herein or in the terms of the certificates to the contrary, that no person who is a bona fide purchaser neither the Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (i) the records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by any Global Warrant Certificate (other than the applicable Depository or its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any participant/broker relating to any such obligation interest; or (iii) any advice or representation made or given by the Depository or those contained herein that relate to the Company rules and regulations of the Depository or any action to be taken by the Warrant AgentDepository on its own direction or at the direction of any participant/broker.

Registration of Warrants. (1a) The Company shall, at all times while any has registered the Warrants are outstanding, cause and the Warrant Agent and its agents to maintain a register in which will be entered in alphabetical order the names, latest known addresses of the Warrantholders and particulars Common Stock issuable upon exercise of the Warrants held under the Securities Act of 1933, as amended (the "Securities Act"). The Company agrees to use its best efforts to maintain such registration for the period during which the Warrants are exercisable. If at any time during the continuance of such registration, the Company shall determine that the applicable registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, or if for any other reason as required by them, and a register law it is necessary to amend or supplement the registration statement or to discontinue trading in or exercise of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of Company may request the Warrant Agent in writing to discontinue effecting the City registration of Torontotransfer and/or exercise of the Warrants, as appropriate, until such time as the Company subsequently advises the Warrant Agent in writing that trading and/or exercises, as applicable, of the Warrants may be continued. The Company will use best efforts to promptly amend or supplement its registration statement to permit trading and exercise. (2b) At All fees, disbursements, and out-of-pocket expenses incurred in connection with the office of the Warrant Agent during normal business hours, the holder of a Warrant may have such Warrant transferred in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs filing of any such transfer registration statement under Section 14(a) hereof and in complying with applicable securities and Blue Sky laws shall be borne by the transferee Company, provided, however, that any expenses of the holders of the Warrants or presenterthe Shares, including but not limited to their attorneys' fees, shall be borne by such holders. (3c) The registers referred Until sold by FMAC pursuant to in this Section 3.2 shall at all reasonable times be open for inspection the applicable prospectus included within the registration statement filed by the Company and by any Warrantholder. The Warrant Agentin effect from time to time as contemplated in Section 14(a) above, when requested in writing so to do by the Company, shall furnish certificates evidencing the Company with a list of names Warrants and addresses shares issuable upon exercise of the Warrantholders showing Warrants will bear a legend in substantially the number of Warrants held by each Warrantholderfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 14 OF THE WARRANT AGREEMENT DATED AS OF , 1998, BETWEEN UGLY DUCKLING CORPORATION AND HARRXX XXXST COMPANY OF CALIFORNIA, AS WARRANT AGENT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (4) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company or to the Warrant Agent.

Registration of Warrants. (1) The Company shall, at all times while any Warrants are outstanding, cause the Warrant Agent and its agents to maintain a register in which will be entered in alphabetical order the names, latest known addresses of the Warrantholders and particulars of the Warrants held by themthem (the “Register of Holders”), and a register of transfers in which shall be entered the particulars of all transfers of WarrantsWarrants (the “Register of Transfers”), such registers to be kept by and at the principal transfer office of the Warrant Agent in the City of Toronto. (2) At the office of the Warrant Agent during normal business hours, the holder of a Warrant may have such Warrant transferred in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs of any such transfer registration shall be borne by the transferee or presenter. (3) The registers referred to in this Section 3.2 shall at all reasonable times be open for inspection by the Company and by any Warrantholder. The Warrant Agent, when requested in writing so to do by the Company, shall furnish the Company with a list of names and addresses of the Warrantholders showing the number of Warrants held by each Warrantholder. (4) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register Register of Holders with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company or to the Warrant Agent.

Registration of Warrants. (1a) The Company shall, at all times while any Warrants are outstanding, cause shall be issued in registered form only. The Subscription Agent shall act as the Warrant Transfer Agent and its agents to maintain a register in Registrar for the Warrants, which will be entered in alphabetical order the names, latest known addresses shall keep books and records of the Warrantholders registration and particulars transfers and exchanges of Warrants (such books and records are hereinafter called the Warrants held by them, and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of the 'Warrant Agent in the City of TorontoRegister'). (2b) At All Warrants issued upon any registration of transfer or exchange of Warrants shall be the office valid obligations of the Warrant Agent during normal business hoursCompany, evidencing the holder of a Warrant may have such Warrant transferred in accordance with such reasonable requirements same obligations, and entitled to the same benefits under this Agreement, as the Warrant Agent may prescribe. The costs Warrants surrendered for such registration of any such transfer registration shall be borne by the transferee or presenterexchange. (3c) The registers referred As a general matter, neither the Rights nor the Warrants are transferable and the Subscription Agent is not authorized to recognize the validity of any purported transfer, except that the Rights holder may transfer the Rights in this Section 3.2 whose name the Warrant was issued to a Permitted Transferee (as defined below) of such Rights holder it has established to the Subscription Agent's satisfaction that the person to whom the shares of Additional common Stock are to be delivered is a Permitted Transferee of such Rights holder. Any Warrant when duly endorsed to a Permitted Transferee of the Transferor thereof shall at all reasonable times be open for inspection by deemed negotiable to such Permitted Transferee, and when a Warrant shall have been so endorsed the Company and by any Warrantholder. The Warrant Agent, when requested in writing so to do Permitted Transferee thereof may be treated by the Company, shall furnish the Subscription 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, any notice to the contrary notwithstanding, but until such transfer is registered in the Warrant Register, the Company with a list of names and addresses of the Warrantholders showing Subscription Agent may treat the number of Warrants held by each Warrantholderregistered holder thereof as the owner for all purposes. (4d) Once Notwithstanding the general prohibition on transfers of rights and Warrants, ChaseMellon is authorized to divide Warrants upon receipt of an Uncertificated affidavit of a record holder of Rights stating that such record holder is a nominee holder only for multiple beneficial owners and that the Subscription Warrants received do not permit an equitable allocation of Rights among such beneficial owners. In such event, ChaseMellon will exchange such originally issued subscription Warrant has been Authenticated, for such additional Subscription Warrants as necessary to permit equitable allocation of whole Rights to such beneficial owners to be exercised by the information set forth holder of record in the register with respect thereto at the time name of Authentication may be altered, modified, amended, supplemented or otherwise changed such beneficial owners. (e) The Transfer Agent is authorized to accept applications to transfer Warrants only to reflect exercise Permitted transferees (as defined herein) and to act therein as a Transfer Agent for this limited purpose, without further authorization or proper instructions to the Warrant Agent direction from the Warrantholder as provided hereinCompany, except that the Warrant Agent may act unilaterally without procuring supporting legal papers or other proof of authority to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense sign (including without limitation reasonable legal fees proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person: (i) if a Warrant is registered in the name of a fiduciary and is executed by, and the shares of Additional Common Stock are to be issued in the name of, such fiduciary; (ii) if a Warrant is registered in the name of joint tenants and is executed by one of the Company joint tenants, provided the certificate representing the shares of Additional Common Stock is issued in the names of, and is to be delivered to, such joint tenants; (iii) if a Warrant is registered in the Warrant Agent plus interestname of a corporation and is executed by a person in a manner which appears or purports to be done in the capacity of an officer, at an appropriate then prevailing rate or agent thereof, provided the shares of interest Additional Common Stock are to be issued in the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result name of such error corporation; or (iv) if but only if a Warrant is registered in the name of an individual and only is executed by a person purporting to act as such individual's executor, administrator or personal representative, provided, the extent that such present or former Warrantholder realized any benefit as a result shares of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting Additional Common Stock are to be registered in the name of the error subscriber as executor or avoidance administrator of accepting benefits thereof whether or the estate of the deceased registered holder and there is no evidence indicating the subscriber is not such error is or should have been timely detected and corrected by the Warrant Agent; provided, duly authorized representative that no person who is a bona fide purchaser shall have any such obligation he purports to the Company or to the Warrant Agentbe.

Registration of Warrants. (1a) The Company Corporation shall, at all times while any Warrants are outstanding, whether certificated or uncertificated, cause the Warrant Agent and its agents to maintain a register in which will be entered in alphabetical order the names, names and latest known addresses of the Warrantholders and particulars of the Warrants held by them, and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of the Warrant Agent in the City of Vancouver, British Columbia or the City of Toronto, Ontario. (2b) At the office of the Warrant Agent during normal business hours, the holder of a Warrant A Warrantholder may at any time and from time to time have such Warrant transferred at any place at which a register of transfers is kept pursuant to the provisions of this Article 3 in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs of any such transfer registration shall be borne by the transferee or presenterCorporation for the ten (10) day period following the date hereof, thereafter the costs of transfer of any Warrants shall be borne by the transferee. (3c) The registers referred to in this Section 3.2 3.3 shall at all reasonable times during normal business hours be open for inspection by the Company Corporation and by any Warrantholder. The Warrant Agent, for a reasonable fee when requested in writing so to do by the CompanyCorporation, shall furnish the Company Corporation with a list of names and addresses of the Warrantholders showing the number certificate numbers of Warrants such Warrant Certificates held by each Warrantholder. (4d) Once an Uncertificated uncertificated Warrant Certificate has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder holder of an Uncertificated uncertificated Warrant, Certificate by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Company Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company Corporation or to the Warrant Agent.

Registration of Warrants. (1) The Company shall, at all times while any Warrants are outstanding, cause Corporation hereby appoints the Warrant Agent as registrar of the Warrants. The Corporation may hereinafter, with the approval of the Dealer and its agents the Warrant Agent, appoint one or more other or additional registrars of the Warrants. The Corporation shall cause to maintain a register be kept by and at the principal office of the registrar located at The Richmond Adelaide Centre, 000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx, X0X 0X0, and at such other place or places as the Corporation (with the approval of the Dealer and the Warrant Agent) may designate, registers in which will shall be entered in alphabetical order the names, latest known addresses and telecopy numbers of the Warrantholders holders of Warrants and particulars of the Warrants held by them, and a register of transfers in which shall be entered the particulars of respectively, including all transfers of such Warrants. No transfer of a Warrant shall be valid unless made by the registered holder or its executors or administrators or other legal representatives or its or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the registrar, acting reasonably, and unless made in compliance with the provisions of Section 2.11 and with such registers to be kept by reasonable requirements as the registrar and at the principal Corporation may prescribe and unless such transfer office shall have been duly entered on one of the appropriate registers and/or noted on such Warrant Agent certificate by the registrar. The registers referred to in this Section shall at all reasonable times on a business day be open and available for inspection by the City of Toronto. (2) At Corporation, by the office of Dealer, by the Warrant Agent during normal business hoursAgency and by any Warrantholder. Subject to the provisions of Section 2.11, the holder of a Warrant may at any time and from time to time have such Warrant transferred at any of the places at which a register of transfers is kept pursuant to the provisions of this Section, in accordance with such reasonable requirements regulations as the Warrant Agent registrar and the Corporation may prescribe. The costs Except in the case of the register required to be kept at the principal office of the registrar in the Municipality of Metropolitan Toronto, the Corporation shall (subject to the Dealer's and the Warrant Agent's approval) have power at any such transfer registration time to close any branch register. In the event that the register in any place is closed, notice of the closing shall be borne by given, in the transferee or presenter. (3) The registers referred manner provided in Section 10.2, to in this Section 3.2 shall at all reasonable times be open for inspection by the Company and by any Warrantholderholders of the Warrants. The Warrant Agentregistrar shall, when requested in writing so to do by the CompanyCorporation and at the Corporation's expense, shall furnish the Company Corporation with a list of names and addresses of the Warrantholders holders of Warrants showing the number of Warrants held by each Warrantholder. (4) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder as provided herein, except that holder. The Corporation and the Warrant Agent may act unilaterally to make purely administrative changes internal to deem and treat the registered holder of a Warrant certificate as the absolute owner of the Warrants represented thereby for all purposes and, save as required by law, neither the Warrant Agent and changes nor the registrar nor the Corporation shall be charged with notice of or be bound to correct errors. Each person who becomes a Warrantholder see to the execution of an Uncertificated any trust, whether express, implied or constructive, in respect of any Warrant, by hisand, her or its acquisition thereof shall be deemed to have irrevocably (i) consented subject to the foregoing authority provisions of Section 2.11, the registrar and/or the Corporation may transfer any Warrant on the direction of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits holder thereof whether named as trustee or not such error is or should have been timely detected and corrected by otherwise, as though that person were the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company or to the Warrant Agentbeneficial owner thereof.

Registration of Warrants. (1a) The Company shall, at all times while any has registered the Warrants are outstanding, cause and the Warrant Agent and its agents to maintain a register in which will be entered in alphabetical order the names, latest known addresses of the Warrantholders and particulars Common Stock issuable upon exercise of the Warrants held under the Securities Act of 1933, as amended (the "Securities Act"). The Company agrees to use its best efforts to maintain such registration for the period during which the Warrants are exercisable. If at any time during the continuance of such registration, the Company shall determine that the applicable registration statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, or if for any other reason as required by them, and a register law it is necessary to amend or supplement the registration statement or to discontinue trading in or exercise of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of Company may request the Warrant Agent in writing to discontinue effecting the City registration of Torontotransfer and/or exercise of the Warrants, as appropriate, until such time as the Company subsequently advises the Warrant Agent in writing that trading and/or exercises, as applicable, of the Warrants may be continued. The Company will use best efforts to promptly amend or supplement its registration statement to permit trading and exercise. (2b) At All fees, disbursements, and out-of-pocket expenses incurred in connection with the office of the Warrant Agent during normal business hours, the holder of a Warrant may have such Warrant transferred in accordance with such reasonable requirements as the Warrant Agent may prescribe. The costs filing of any such transfer registration statement under Section 14(a) hereof and in complying with applicable securities and Blue Sky laws shall be borne by the transferee Company, provided, however, that any expenses of the holders of the Warrants or presenterthe Shares, including but not limited to their attorneys' fees, shall be borne by such holders. (3c) The registers referred Until sold by FMAC pursuant to in this Section 3.2 shall at all reasonable times be open for inspection the applicable prospectus included within the registration statement filed by the Company and by any Warrantholder. The Warrant Agentin effect from time to time as contemplated in Section 14(a) above, when requested in writing so to do by the Company, shall furnish certificates evidencing the Company with a list of names Warrants and addresses shares issuable upon exercise of the Warrantholders showing Warrants will bear a legend in substantially the number of Warrants held by each Warrantholderfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH SECTION 14 OF THE WARRANT AGREEMENT DATED AS OF APRIL 1, 1998, BETWEEN UGLY DUCKLING CORPORATION AND XXXXXX TRUST COMPANY OF CALIFORNIA, AS WARRANT AGENT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (4) Once an Uncertificated Warrant has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Warrantholder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees of the Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result of such error if but only if and only to the extent that such present or former Warrantholder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company or to the Warrant Agent.

Registration of Warrants. (1a) The Company shall, at all times while any Warrants are outstanding, cause shall be issued in registered form only. The Subscription Agent shall act as the Warrant Transfer Agent and its agents to maintain a register in Registrar for the Warrants, which will be entered in alphabetical order the names, latest known addresses shall keep books and records of the Warrantholders registration and particulars transfers and exchanges of Warrants (such books and records are hereinafter called the Warrants held by them, and a register of transfers in which shall be entered the particulars of all transfers of Warrants, such registers to be kept by and at the principal transfer office of the 'Warrant Agent in the City of TorontoRegister'). (2b) At All Warrants issued upon any registration of transfer or exchange of Warrants shall be the office valid obligations of the Warrant Agent during normal business hoursCompany, evidencing the holder of a Warrant may have such Warrant transferred in accordance with such reasonable requirements same obligations, and entitled to the same benefits under this Agreement, as the Warrant Agent may prescribe. The costs Warrants surrendered for such registration of any such transfer registration shall be borne by the transferee or presenterexchange. (3c) The registers referred As a general matter, neither the Rights nor the Warrants are transferable and the Subscription Agent is not authorized to recognize the validity of any purported transfer, except that the Rights holder may transfer the Rights in this Section 3.2 whose name the Warrant was issued to a Permitted Transferee (as defined below) of such Rights holder it has established to the Subscription Agent's satisfaction that the person to whom the shares of Additional Common Stock are to be delivered is a Permitted Transferee of such Rights holder. Any Warrant when duly endorsed to a Permitted Transferee of the Transferor thereof shall at all reasonable times be open for inspection by deemed negotiable to such Permitted Transferee, and when a Warrant shall have been so endorsed the Company and by any Warrantholder. The Warrant Agent, when requested in writing so to do Permitted Transferee thereof may be treated by the Company, shall furnish the Subscription 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, any notice to the contrary notwithstanding, but until such transfer is registered in the Warrant Register, the Company with a list of names and addresses of the Warrantholders showing Subscription Agent may treat the number of Warrants held by each Warrantholderregistered holder thereof as the owner for all purposes. (4d) Once an Uncertificated Warrant has been AuthenticatedNotwithstanding the general prohibition on transfers of rights and Warrants, the information set forth Subscription Agent is authorized to divide Warrants upon receipt of an affidavit of a record holder of Rights stating that such record holder is a nominee holder only for multiple beneficial owners and that the Subscription Warrants received do not permit an equitable allocation of Rights among such beneficial owners. In such event, the Subscription Agent will exchange such originally issued subscription Warrant for such additional Subscription Warrants as necessary to permit equitable allocation of whole Rights to such beneficial owners to be exercised by the holder of record in the register with respect thereto at the time name of Authentication may be altered, modified, amended, supplemented or otherwise changed such beneficial owners. (e) The Transfer Agent is authorized to accept applications to transfer Warrants only to reflect exercise Permitted Transferees (as defined herein) and to act therein as a Transfer Agent for this limited purpose, without further authorization or proper instructions to the Warrant Agent direction from the Warrantholder as provided hereinCompany, except that the Warrant Agent may act unilaterally without procuring supporting legal papers or other proof of authority to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Warrantholder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense sign (including without limitation reasonable legal fees proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person: (i) if a Warrant is registered in the name of a fiduciary and is executed by, and the shares of Additional Common Stock are to be issued in the name of, such fiduciary; (ii) if a Warrant is registered in the name of joint tenants and is executed by one of the Company joint tenants, provided the certificate representing the shares of Additional Common Stock is issued in the names of, and is to be delivered to, such joint tenants; (iii) if a Warrant is registered in the Warrant Agent plus interestname of a corporation and is executed by a person in a manner which appears or purports to be done in the capacity of an officer, at an appropriate then prevailing rate or agent thereof, provided the shares of interest Additional Common Stock are to be issued in the Warrant Agent), sustained by the Company or the Warrant Agent as a proximate result name of such error corporation; or (iv) if but only if a Warrant is registered in the name of an individual and only is executed by a person purporting to act as such individual's executor, administrator or personal representative, provided, the extent that such present or former Warrantholder realized any benefit as a result shares of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting Additional Common Stock are to be registered in the name of the error subscriber as executor or avoidance administrator of accepting benefits thereof whether or the estate of the deceased registered holder and there is no evidence indicating the subscriber is not such error is or should have been timely detected and corrected by the Warrant Agent; provided, duly authorized representative that no person who is a bona fide purchaser shall have any such obligation he purports to the Company or to the Warrant Agentbe.