Common use of Securities Law Registration Clause in Contracts

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate____________________, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable transferable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under It is intended that the Securities Act or any state securities law Litigation Trust Interests and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 Ifentitlements hereunder, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such noticeif any, of the Holders Litigation Trust Beneficiaries, shall not constitute “securities.” To the extent the Litigation Trust Interests or the entitlements of the Warrants Litigation Trust Beneficiaries are deemed to be “securities,” the issuance of Litigation Trust Interests to Litigation Trust Beneficiaries or the issuance to Litigation Trust Beneficiaries of any entitlements hereunder or under the Plan (and Warrant Shares outstanding, to register any redistribution of any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all foregoing pursuant to the extent requisite Plan or otherwise) shall be exempt, pursuant to permit the sale or other disposition by the Holder section 1145 of the Warrant Shares so registered; providedBankruptcy Code, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any certificate evidencing applicable state and local laws requiring registration of securities. If the Warrant Shares need not bear any restrictive legend. In Trustee determines, with the event advice of counsel, that any the Litigation Trust is required to comply with registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities and/or reporting requirements of the CompanySecurities Act, then the Securities Exchange Act of 1934, as amended (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on “Exchange Act”), the same terms and conditions Trust Indenture Act of 1939, as amended (the shares “Trust Indenture Act”), or the Investment Company Act of 1940, as amended (the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced“Investment Company Act”), then the Company Trustee shall have the right take any and all actions to reduce the number of shares registered on behalf of the Holdercomply with such registration and reporting requirements, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholderif any, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file reports with the Securities and Exchange Commission (the "Commission"“SEC”) a registration statement with respect to the extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Trustee from amending this Agreement to make such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file changes as are deemed necessary or appropriate by the Trustee, with the Commission such amendments and supplements advice of counsel, to such ensure that the Litigation Trust is not subject to registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the and/or reporting requirements of the Securities Act, and such other documents as the Holder may reasonably request in order Exchange Act, the Trust Indenture Act or the Investment Company Act, except that no amendment to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which this Agreement may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to made which would not be delivered under the Securities Act within the appropriate period mentioned in clause (b) permitted by Article 11 of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the CompanyAgreement. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not To the extent that the Private Actions Trust Beneficial Interests (or any underlying economic or other interest or part thereof) are deemed to be registered “securities,” the issuance of Private Actions Trust Beneficial Interests under the Securities Act or any state securities law and Plan shall not be transferrable unless registered or an exemption from registration is available. A legend exempt, pursuant to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years section 1145 of the date of this Warrant CertificateBankruptcy Code, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without from registration under the Securities Act of 1933, as amended and any certificate evidencing applicable state and local laws requiring registration of securities. If the Warrant Shares need not bear any restrictive legend. In Private Actions Trustee determines, with the event advice of counsel, that any the Private Actions Trust is required to comply with registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities and reporting requirements of the CompanySecurities Exchange Act of 1934, then as amended (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on “Exchange Act”), or the same terms and conditions Investment Company Act of 1940, as amended (the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced“Investment Company Act”), then the Company Private Actions Trustee shall have the right take any and all actions to reduce the number of shares registered on behalf of the Holdercomply with such registration and reporting requirements, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholderif any, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file periodic reports with the Securities and Exchange Commission (the "Commission"“SEC”) after the filing of a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file motion with the Commission such amendments and supplements Bankruptcy Court seeking approval to such registration statement do so, and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and entry of a Final Order of the Bankruptcy Court so directing. Notwithstanding the foregoing procedure, if the Private Actions Trustee determines, with the advice of counsel, that the Private Actions Trust is required to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the reporting requirements of the Securities Exchange Act or the Investment Company Act, then prior to the registration of the Private Actions Trust under the Exchange Act or the Investment Company Act, the Private Actions Trustee in consultation with the Trust Oversight Committee shall seek to amend this Agreement to make such changes as are deemed necessary or appropriate to ensure that neither the Private Actions Trust nor the Private Actions Trust Beneficial Interests (or any underlying economic or other interest or part thereof) is subject to registration or reporting requirements of the Exchange Act, or the Investment Company Act, and such other documents this Agreement, as so amended, shall be effective after notice and opportunity for a hearing provided to the Holder may reasonably request Post Effective Date Service List (as defined in order to facilitate Section 11.6), and the public sale or other disposition entry of a Final Order of the Warrant Shares; (d) use its best efforts to register or qualify Bankruptcy Court. If the Warrant Shares covered Agreement, as amended, is not approved by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition Final Order of the Warrant Shares Bankruptcy Court or the Bankruptcy Court otherwise determines in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered Final Order that registration under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, one or both of the happening of any event as a result of which Exchange Act or Investment Company Act is required, then the prospectus included in Private Actions Trustee shall take such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus actions as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that satisfy the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the reporting requirements of the Securities Exchange Act and and/or the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Investment Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereofapplicable.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years time__________________ of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.this

Securities Law Registration. 4.1 The Warrant Shares will not be registered under It is intended that the Securities Act or any state securities law Litigation Trust Interests and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 Ifentitlements hereunder, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such noticeif any, of the Holders holders of Allowed Prepetition Credit Agreement Claims with respect to the Initial Litigation Trust Funds, shall not constitute “securities.” To the extent the Litigation Trust Interests or the entitlements of the Warrants holders of Allowed Prepetition Credit Agreement Claims are deemed to be “securities,” the issuance of Litigation Trust Interests to holders of Allowed Prepetition Credit Agreement Claims and Warrant Shares outstanding, Allowed FairPoint Communications Unsecured Claims or the issuance to register the holders of Allowed Prepetition Credit Agreement Claims of any entitlements hereunder or under the Plan (and any redistribution of any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all foregoing pursuant to the extent requisite Plan or otherwise) shall be exempt, pursuant to permit the sale or other disposition by the Holder section 1145 of the Warrant Shares so registered; providedBankruptcy Code, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any certificate evidencing applicable state and local laws requiring registration of securities. If the Warrant Shares need not bear any restrictive legend. In Litigation Trustee determines, with the event advice of counsel, that any the Litigation Trust is required to comply with registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities and/or reporting requirements of the CompanySecurities Act, then the Securities Exchange Act of 1934, as amended (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on “Exchange Act”), the same terms and conditions Trust Indenture Act of 1939, as amended (the shares “Trust Indenture Act”), or the Investment Company Act of 1940, as amended (the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced“Investment Company Act”), then the Company Litigation Trustee shall have the right take any and all actions to reduce the number of shares registered on behalf of the Holdercomply with such registration and reporting requirements, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholderif any, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file reports with the Securities and Exchange Commission (the "Commission"“SEC”) a registration statement with respect to the extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Litigation Trustee from amending this Agreement to make such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file changes as are deemed necessary or appropriate by the Litigation Trustee, with the Commission such amendments and supplements advice of counsel, to such ensure that the Litigation Trust is not subject to registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the and/or reporting requirements of the Securities Act, and such other documents as the Holder may reasonably request in order Exchange Act, the Trust Indenture Act or the Investment Company Act, except that no amendment to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which this Agreement may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to made which would not be delivered under the Securities Act within the appropriate period mentioned in clause (b) permitted by Article 11 of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the CompanyAgreement. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will ‌ It is intended that the Unsecured Claims Trust Interests shall not be registered constitute “securities” under applicable laws, but none of the Securities Act Parties hereto represent or any state securities law and warrant that such rights shall not be transferrable unless registered securities or an shall be entitled to exemption from registration is availableunder applicable securities laws. A legend to To the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of extent the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required Unsecured Claims Trust Interests hereunder are deemed to be included in a registration statement covering “securities,” the sale issuance of the Warrant Shares, it shall each such time give written notice to the holder Unsecured Claims Trust Interests (and any redistribution of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all foregoing pursuant to the extent requisite Plan or otherwise) shall be exempt, pursuant to permit the sale or other disposition by the Holder section 1145 of the Warrant Shares so registered; providedBankruptcy Code, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any certificate evidencing applicable state and local laws requiring registration of securities. If the Warrant Shares need not bear any restrictive legend. In Unsecured Claims Trustee determines, with the event advice of counsel, that any the Unsecured Claims Trust is required to comply with registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities and/or reporting requirements of the CompanySecurities Act, then the Securities Exchange Act of 1934, as amended (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on “Exchange Act”), the same terms and conditions Trust Indenture Act of 1939, as amended (the shares “Trust Indenture Act”), or the Investment Company Act of 1940, as amended (the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced“Investment Company Act”), then the Company shall have Unsecured Claims Trustee shall, after consultation with the right Unsecured Claims Trust Board, take any and all actions to reduce the number of shares registered on behalf of the Holdercomply with such registration and reporting requirements, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholderif any, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file reports with the Securities and Exchange Commission (the "Commission"“SEC”) a registration statement with respect to the extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Unsecured Claims Trust Board and the Unsecured Claims Trustee from amending this Unsecured Claims Trust Agreement to make such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file changes as are deemed necessary or appropriate by the Unsecured Claims Trustee, with the Commission such amendments and supplements advice of counsel, to such ensure that the Unsecured Claims Trust is not subject to registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the and/or reporting requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Exchange Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Trust Indenture Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Investment Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the CompanyAct. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdictionjurisdictions; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable transferable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdictionjurisdictions; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company Company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company Company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will It is intended that the Litigation Trust Interests and the entitlements hereunder, if any, of Litigation Trust Beneficiaries, shall not constitute “securities.” To the extent the Litigation Trust Interests or the entitlements of Litigation Trust Beneficiaries are deemed to be registered “securities,” the issuance of Litigation Trust Interests to Litigation Trust Beneficiaries or the issuance to Litigation Trust Beneficiaries of any entitlements hereunder or under the Securities Act or Plan (and any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years redistribution of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all foregoing pursuant to the extent requisite Plan or otherwise) shall be exempt, pursuant to permit the sale or other disposition by the Holder section 1145 of the Warrant Shares so registered; providedBankruptcy Code, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any certificate evidencing applicable state and local laws requiring registration of securities. If the Warrant Shares need not bear any restrictive legend. In Trustee determines, with the event advice of counsel, that any the Litigation Trust is required to comply with registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities and/or reporting requirements of the CompanySecurities Act, then the Securities Exchange Act of 1934, as amended (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on “Exchange Act”), the same terms and conditions Trust Indenture Act of 1939, as amended (the shares “Trust Indenture Act”), or the Investment Company Act of 1940, as amended (the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced“Investment Company Act”), then the Company Trustee shall have the right take any and all actions to reduce the number of shares registered on behalf of the Holdercomply with such registration and reporting requirements, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholderif any, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file reports with the Securities and Exchange Commission (the "Commission"“SEC”) a registration statement with respect to the extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Trustee from amending this Agreement to make such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file changes as are deemed necessary or appropriate by the Trustee, with the Commission such amendments and supplements advice of counsel, to such ensure that the Litigation Trust is not subject to registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the and/or reporting requirements of the Securities Act, and such other documents as the Holder may reasonably request in order Exchange Act, the Trust Indenture Act or the Investment Company Act, except that no amendment to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which this Agreement may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to made which would not be delivered under the Securities Act within the appropriate period mentioned in clause (b) permitted by Article 11 of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.Agreement.‌

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective for at least nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish to the Company such information regarding the securities held by it and the intended method of disposition thereof as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 4.4 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.4, all expenses incurred by the company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written 5 information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.

Securities Law Registration. 4.1 The Warrant Shares will not be registered under the Securities Act or any state securities law and shall not be transferrable transferable unless registered or an exemption from registration is available. A legend to the foregoing effect will be placed on any certificate representing such shares. 4.2 If, at any time within five (5) years of the date of this Warrant Certificate, the Company proposes for any reason to register any of its securities under the Securities Act other than a registration on Form S-8 relating solely to employee stock option or purchase plans, on Form S-4 relating solely to an SEC Rule 145 transaction or on any other form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Warrant Shares, it shall each such time give written notice to the holder of these Warrants or the Warrant Shares ("Holder" for purposes of this Section 4) of the Company's intention to register such securities, and, upon the written request, given within thirty (30) days after receipt of any such notice, of the Holders of the Warrants and Warrant Shares outstanding, to register any of the Warrant Shares, the Company shall cause use its reasonable best efforts to include the Warrant Shares so requested by the Holder to be registered, whether such Warrant Shares are outstanding or subject to purchase hereby, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Holder of the Warrant Shares so registered; provided, however, that the Warrant Shares as to which registration had been requested need not be included in such registration if in the opinion of counsel for the Company and counsel for the Holder the proposed transfer by the Holder may be effected without registration under the Securities Act and any certificate evidencing the Warrant Shares need not bear any restrictive legend. In the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten offering of securities of the Company, then (i) any request pursuant to this Section 4.2 to register Warrant Shares may specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's capital stock otherwise being sold through underwriters under such registration, (ii) if the managing underwriter of such offering determines that the number of shares to be offered by all selling shareholders stockholders must be reduced, then the Company shall have the right to reduce the number of shares registered on behalf of the Holder, provided that the number of shares to be registered on behalf of the Holder shall not be reduced to such an extent that the ratio of the shares which the Holder is permitted to register to the total number of shares the Holder owns is less than that ratio for any other selling shareholderstockholder, and (iii) the Holder will be bound by the terms of the underwriting agreement and the conditions imposed by the underwriter on selling shareholdersstockholders. 4.3 If and whenever the Company is under an obligation pursuant to the provisions of this Warrant Certificate to register any Warrant Shares, the Company shall, as expeditiously as practicable: (a) prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement with respect to such shares and use its best reasonable efforts to cause such registration statement to become effective and to remain effective for at least up to nine (9) months; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for at least nine months and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Warrant Shares covered by such registration statement; (c) furnish to the Holder a suitable number of copies of all preliminary and final prospectuses to enable the Holder to comply with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Warrant Shares; (d) use its best reasonable efforts to register or qualify the Warrant Shares covered by such registration statement under such securities or blue sky laws of such jurisdictions as the Holder shall reasonably request and where registration or qualification will not involve unreasonable expense or delay and provided, however, that the Company will not have to register or qualify in any state in which solely because of such registration or qualification it would have to qualify to do business; and the Company shall do any and all other reasonable acts and things which may be necessary or advisable to enable the Holder to consummate the public sale or other disposition of the Warrant Shares in such jurisdiction; (e) notify the Holder, at any time when a prospectus relating to the Warrant Shares is required to be delivered under the Securities Act within the appropriate period mentioned in clause (b) of this Section 4.3, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes 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 the light of the circumstances then existing, and at the request of the Holder prepare and furnish to the Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Warrant Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and (f) exercise its best reasonable efforts to furnish, at the request of the Holder on the date that the Warrant Shares are delivered to the underwriters for sale pursuant to such registration or, if the Warrant Shares are not being sold through underwriters, on the date that the registration statements with respect to such Warrant Shares are declared effective, (1) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, addressed to the Holder, stating that such registration statement has become effective under the Securities Act and that (i) to the best of the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (ii) the registration statement, the related prospectus, and each amendment or supplement thereto, comply as to form in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (except that such counsel need express no opinion as to financial statements and other financial data contained therein); and (iii) such counsel has no reason to believe that either the registration statement or the prospectus, or any amendment or supplement thereto, contains any 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; and (2) a letter dated such date, from the independent certified public accountants of the Company, stating that they are independent certified public accountants within the meaning of the Securities Act and the rules and regulations of the Commission thereunder and that in the opinion of such accountants, the financial statements statement and other financial data of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder. Such letter from the independent certified public accountants shall additionally cover such other financial matters (including information as to periods ending not more than five business days prior to the date of such letter) as the Holder may reasonably request. . 4.4 If the Holder exercises its rights to have the Warrant Shares registered, it is understood that the Holder shall furnish agrees to the Company following: (a) In connection with a resale registration statement covering all or certain of the Warrant Shares, Holder shall timely furnish such information regarding the securities held by it Holder and the intended method distribution of disposition thereof those Warrant Shares sought to be registered and to take such other action as the Company shall may from time to time reasonably request and as shall be required in connection with such registration and shall promptly correct any information previously furnished if the action inclusion of such information in the registration statement would be materially misleading. The Company may exclude from the registration statement any Holder that fails to comply timely with the provisions of the preceding sentence. Holder shall not effect the sale of securities under the registration statement until such Holder has received notice of the effectiveness of the registration statement and such Holder has received the then current prospectus and any supplements thereto. (b) Upon receipt of notice from the Company of the occurrence of any event necessitating a prospectus supplement or post-effective amendment, Holder will forthwith discontinue disposition of all Warrant Shares sought to be taken registered following the effective date of a registration statement covering such Warrant Shares until such Holder receives copies of the prospectus supplement and/or post-effective amendment, or until such Holder is advised in writing by the CompanyCompany that the use of the applicable prospectus may be resumed and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or registration statement. 4.4 (c) Holder shall comply with the plan of distribution as set forth in the registration statement. (d) Any underwriter selected by the Holder shall be subject to the consent of the Company, which consent shall not be unreasonably withheld. 4.5 All Registration Expenses incurred in connection with any registration pursuant to this Warrant Certificate shall be borne by the Company. All Selling Expenses in connection with any registration pursuant to this Warrant Certificate shall be borne by the Holder. For purposes of Section 4.44.5, all expenses incurred by the company Company in complying with Section 4.3, including, without limitation, all registration and filing fees, fees and expenses of complying with securities and blue sky laws, printing expenses, and fees and disbursements of counsel and of independent public accountants for the Company (including the expense of any special audits in connection with any such registration), are herein called "Registration Expenses", and all underwriting discounts and selling commissions applicable to the Warrant Shares covered by any such registration and all fees and disbursements of counsel for the Holder are herein called "Selling Expenses". 4.5 In the event of any registration of any Warrant Shares under the Securities Act pursuant to this Warrant Certificate, the Company shall indemnify and hold harmless the Holder, each underwriter of such shares, if any, each broker, and any other person, if any, who controls any of the foregoing persons within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which the Warrant Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Warrant Shares pursuant to paragraph 4.3(d) above, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or any violation by the Company of the Securities Act or state securities or blue sky laws applicable to the Company and relating to action or inaction required of the company in connection with such registration or registration or qualification under such state securities or blue sky laws; and shall reimburse the Holder and such underwriter, broker or other person acting on behalf of the Holder and each such controlling person for any legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation thereof. The indemnity agreement set forth in this Section 4.5, insofar as it relates to any such omission, alleged omission, untrue statement or alleged untrue statement made in a preliminary prospectus but eliminated or remedied in the final prospectus, shall not inure to the benefit of any of the beneficiaries named in this Section 4.5 whose responsibility it was to send, furnish or give a copy of the final prospectus to a person asserting a claim for which indemnification is sought (the "Claimant") unless a copy of the final prospectus was so sent, furnished or given to the Claimant at or prior to the time such action is required by the Act. Before Warrant Shares held or purchasable by the Holder shall be included in any registration pursuant to this Warrant Certificate, the Holder and any underwriter acting on its behalf shall have agreed to indemnify and hold harmless (in the same manner and to the same extent as set forth in the preceding paragraph) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and any person who controls the Company within the meaning of the Securities Act, with respect to any failure of the Holder or such underwriter to comply with all laws, rules and regulations in connection with the offer and sale of Warrant Shares, or any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company in an instrument duly executed by the Holder or such underwriter specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus or amendment or supplement. Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in the preceding paragraphs of this Section 4.5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action. In case any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof.