Common use of Transfer and Exchange of Warrant Certificates Clause in Contracts

Transfer and Exchange of Warrant Certificates. (a) Warrant Certificates evidencing Restricted Securities and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Neither the Warrant Certificates nor the Warrants represented thereby may be transferred to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (b) above, the Company shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate upon surrender to the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holder, to the Company, with written instructions, for other Warrant Certificates representing in the aggregate a like number of Warrants.

Transfer and Exchange of Warrant Certificates. (a) Warrant Certificates evidencing Restricted Securities and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Neither the Warrant Certificates nor the Warrants represented thereby may be transferred to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with Following the transfer or exchange of any Warrant Shares a Restricted Security or Securities (other than pursuant to an effective registration statement under the Securities Act), ) the transferor of such Warrant Shares Restricted Security or Securities shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares Restricted Security to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (ec) Subject to paragraph (a) and (b) above, the Company Warrant Agent shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate in the Warrant Register upon surrender to at the Company Warrant Agent's Office of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the registered Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer, transfer a new Warrant Certificate shall be countersigned by the Warrant Agent and issued to the transferee and the Company surrendered Warrant Certificate shall promptly cancel be canceled by the surrendered Warrant CertificateAgent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holderregistered holders, to at the CompanyWarrant Agent's Office, with written instructions, for other Warrant Certificates countersigned by the Warrant Agent representing in the aggregate a like number of Warrants. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.

Transfer and Exchange of Warrant Certificates. (a) The transfer and exchange of Warrant Certificates evidencing Restricted Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSprocedures of the Depositary therefor. (b) Neither At such time as all beneficial interests in Warrant Certificates have either been redeemed, repurchased or cancelled, all Warrant Certificates shall be returned to, or cancelled and retained upon written instructions from the Company to the Warrant Certificates nor the Warrants represented thereby may be transferred to any person other than an officer, director or employee of the initial HolderAgent. (c) Prior to or concurrently with the transfer or exchange of any The Warrant Shares (other than pursuant to an effective registration statement under the Securities Act)Agent, the transferor of such Warrant Shares shall, upon request on behalf of the Company, deliver shall keep at the Warrant Agent Office books (the "Warrant Register") in which it shall register the Warrant Certificates as they are issued by the Company and exchanges and transfers of outstanding Warrants in accordance with the procedures set forth in this Warrant Agreement, all in form satisfactory to the Company an opinion of counsel, in substance reasonably satisfactory to and the Company, to Warrant Agent. The Warrant Register will show the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees names and addresses of the initial Holderrespective holders of the Warrants, the numbers of Warrants evidenced on the face of each Warrant Certificate and the date of each Warrant Certificate. (d) No Restricted Security Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be transferredthe valid obligations of the Company, unless entitled to the same benefits under this Warrant Agreement as the Warrant Certificates surrendered upon such registration of transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws)or exchange. (e) Subject No service charge shall be made to paragraph (a) and (b) abovea holder of Warrants for any registration, transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed on the holder in connection with any such exchange or registration of transfer. Neither the Warrant Agent nor the Company shall be obligated to take any action whatsoever with respect to any registration of transfer or exchange until the Holder has paid a sum sufficient to cover any tax, assessment or similar governmental charge that may be imposed in connection therewith. (f) So long as the Depositary, or its nominee, or any successor to the Depositary or its nominee, is the registered owner of a Warrant Certificate, the Depositary or such nominee, or any successor to the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Warrants represented by such Warrant Certificate for all purposes under this Warrant Agreement. Owners of beneficial interests in a Warrant Certificate will not be entitled to have any Warrants registered in their names, and will not receive or be entitled to receive physical delivery of any such Warrants and will not be considered the Registered Holder thereof under the Warrants or this Warrant Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility or liability for any aspect of the records relating to beneficial interests in a Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. (g) In accordance with the terms hereof, the Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time to time register the transfer of all or any whole number of Warrants covered by any outstanding Warrants represented by Warrant Certificate Certificates in the Warrant Register, upon surrender to the Company of Warrant Certificates representing such Warrants at the Warrant Agent Office, duly endorsed, and accompanied by a written instrument properly completed form of assignment substantially in the form of Exhibit C, duly signed by the Registered Holder thereof or instruments of transferby the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by an eligible guarantor institution participating in form satisfactory a signature guarantee program approved by the Securities Transfer Association (at a guarantee level acceptable to the Company, duly executed 's transfer agent) and any other reasonable evidence of authority that may be required by the Warrant holder or his attorney duly authorized in writingAgent. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the Company transferee. (h) The Warrant Agent shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may not be exchanged at the option required to effect any registration of the holder thereof, upon surrender, properly endorsed by the holder, to the Company, with written instructions, for other Warrant Certificates representing transfer or exchange which will result in the aggregate issuance of a like number warrant certificate for a fraction of Warrants.a Warrant. ARTICLE III

Transfer and Exchange of Warrant Certificates. (a) The Warrant Agent shall maintain books, subject to such reasonable regulations as it may prescribe, for the registration of Warrant Certificates evidencing Restricted Securities and only such transfers and exchanges of Warrant Certificates will bear a legend as provided in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSthis Agreement. (b) Neither Notwithstanding any other provisions of this Agreement, no Holder shall Transfer any such Warrants to any Person nor shall the Company effect the Transfer of any Warrants to any Person, if, at the time of such Transfer, the Company has more than 450 “holders of record” (as understood for purposes of Section 12(g) of the Exchange Act) of Common Units and/or Warrants. The limitations set forth in the immediately preceding sentence shall not prohibit: (i) a Transfer of Warrants by a Holder to another Person that, immediately prior to the Transfer, is a holder of record of Warrants, (ii) a Transfer of Warrants by a Holder to the Company, (iii) a Transfer of Warrants by the Company to a Person that, immediately prior to the Transfer, is a holder of record of Warrants or (iv) a Transfer of all Warrants owned by the proposed transferor to a single Person who is treated as a single record holder of Warrants under the Exchange Act. Any attempted Transfer that is prohibited by this Section and not approved by the Company shall be null and void and shall not be effective to Transfer any Warrants. The Company may institute legal proceedings to force rescission of a Transfer prohibited by this Section and to seek any other remedy available to it at law, in equity or otherwise, including an injunction prohibiting any such Transfer. By acceptance of a Warrant or Common Units issued pursuant to the exercise of a Warrant, any transferee of a Warrant or the Common Units issued pursuant to the exercise of a Warrant accepts and agrees to be bound by all the terms and conditions of the Warrant Certificates nor and the Warrants represented thereby Warrant Agreement and notwithstanding anything contained herein, the Company may require any transferee of this Warrant or the Common Units issued pursuant to the exercise of a Warrant to execute an agreement to be transferred to any person other than an officer, director or employee bound by the terms and conditions of this Warrant and the initial HolderWarrant Agreement. (c) Prior to By the fifth Business Day after the Company has 350 or concurrently with the transfer or exchange more holders of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act)record of Warrants and/or Common Units, the transferor Company shall issue a press release stating the number of holders of record of Warrants and Common Units (the “Notice Date Press Release”). The Company shall notify the Warrant Agent of such Warrant Shares shall, upon request issuance and provide a copy of the Company, deliver Notice Date Press Release to the Company an opinion of counsel, Warrant Agent as provided in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial HolderSection 9.04. (d) No Restricted Security A Transfer of Warrants that is completed or attempted after the Company issues a Notice Date Press Release with respect to the Warrants shall be transferrednull and void and not effective unless (i) the holder seeking to make such Transfer provides a Transfer Notice to the Company, unless (ii) such transfer Transfer is approved in compliance advance by the Company and (iii) such Transfer otherwise complies with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws)terms of this Agreement. No Transfer Notice is required with respect to Warrants for Transfers that occur prior to the issuance by the Company of a Notice Date Press Release. (e) Subject to paragraph (aSection 2.04(b) and Section 2.04(d), a Holder may Transfer its Warrants by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement and all applicable Laws and provided that the Warrant Agent has not received a Notice Date Press Release. No Transfer of Warrants shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, (bi) abovedelivery of written notice of the proposed Transfer to Company, (ii) compliance with the transfer provisions of this Agreement, (iii) final acceptance and registration of the Transfer by the Warrant Agent in the register in accordance with this Agreement and (iv) the delivery of an opinion of counsel, in form and substance reasonably satisfactory to the Company and its counsel, with respect to the compliance of the Transfer under applicable law, included federal and state securities law, and any other matters reasonably requested by the Company. Prior to due presentation for registration of transfer, the Company, the Warrant Agent and any agent of the Company may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amount to bad faith. When Warrant Certificates are presented to the Warrant Agent with a request to register the transfer thereof or to exchange them for an equal number of Warrant Certificates of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested solely in the case of any Legended Warrant Certificates if the requirements of this Agreement for such transaction are met. To permit registrations of transfers and exchanges, the Company shall register execute Warrant Certificates at the Warrant Agent’s request. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but the Company or the Warrant Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any registration of transfer of Warrant Certificates. (f) Except as otherwise provided in this Section 2.04, all Warrant Certificates issued upon any registration of transfer or any whole number exchange of Warrants covered by any outstanding Warrant Certificate upon surrender to shall be the Company valid obligations of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant holder or his attorney duly authorized in writing. Upon any such Certificates surrendered for registration of transfertransfer or exchange. (g) The Board of Managers shall have the power to determine, a new Warrant Certificate in its sole and absolute discretion, all matters related to this Section, including matters necessary or desirable to administer or to determine compliance with this Section and, absent manifest error, the determinations of the Board of Managers shall be issued to final and binding on the transferee Company and the Company shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holder, to the Company, with written instructions, for other Warrant Certificates representing in the aggregate a like number of WarrantsHolders.

Transfer and Exchange of Warrant Certificates. (a) When Warrant Certificates evidencing Restricted Securities and only are presented to the Warrant Registrar with a request: (i) to register the transfer of such Warrant Certificates will bear a legend in substantially or (ii) to exchange such Warrant Certificates for an equal amount of Warrant Certificates of other authorized denominations, the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Warrant Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATEhowever, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO that the Warrant Certificates surrendered for transfer or exchange: (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR shall be duly endorsed or accompanied by a written instrument substantially in the form of Annex B attached to the Warrant Certificate, duly executed by the Holder thereof or his attorney duly authorized in writing; and (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.in the case of Warrant Certificates which are Transfer Restricted Warrants, are accompanied by the following additional information and documents, as applicable: (bA) Neither if such Warrant Certificates are being delivered to the Warrant Registrar by a Holder to exchange such Warrant Certificates nor for an equal amount of Warrant Certificates of other authorized denominations for registration in the Warrants represented thereby may be name of such Holder, a certification from such Holder to that effect, substantially in the form of Annex C attached to the Warrant Certificate; (B) if such Warrant Certificates are being transferred to any person other than an officerthe Corporation, director or employee a certification to that effect, substantially in the form of Annex C attached to the initial Holder.Warrant Certificate; or (cC) Prior to or concurrently with the transfer or exchange of any if such Warrant Shares Certificates are being transferred (other than i) pursuant to an effective registration statement under the Securities Act), (ii) in an offshore transfer in reliance on Regulation S, or (iii) inside the transferor United States to an IAI, (w) a certification to that effect substantially in the form of such Warrant Shares shall, upon request of the Company, deliver Annex C attached to the Company Warrant Certificate, (x) if the Corporation so requests, an opinion Opinion of counsel, in substance Counsel or other evidence reasonably satisfactory to the Company, it as to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding restrictions set forth in the foregoingRestricted Warrant Legend, it shall be understood that no opinion (y) in the case of counsel shall be required for transfers an offshore transfer in reliance on Regulation S, a signed letter from the transferee substantially in the form of Annex D attached to officersthe Warrant Certificate, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (bz) abovein the case of a transfer to an IAI, a signed letter from the Company shall register transferee substantially in the transfer form of all or any whole number of Warrants covered by any outstanding Warrant Certificate upon surrender Annex E attached to the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holder, to the Company, with written instructions, for other Warrant Certificates representing in the aggregate a like number of Warrants.

Transfer and Exchange of Warrant Certificates. (a) The Warrant Agent shall maintain books, subject to such reasonable regulations as it may prescribe, for the registration of Warrant Certificates evidencing Restricted Securities and only such transfers and exchanges of Warrant Certificates will bear as provided in this Agreement. Notwithstanding the foregoing, no Tranche A Warrant shall be exercisable following the Expiration Date, provided that if a legend definitive agreement relating to a Communications Acquisition Transaction has been entered into at or prior to the Expiration Date and that agreement is in substantially full force and effect at the Expiration Date (without the payment provided for in Section 4.06 having been made), following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933the effective date the Tranche A Warrants shall represent only the right of the Holder of record to receive the payment provided for in Section 4.06 of this Agreement, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSand shall not be exercisable. (b) Neither the The Warrant Certificates nor the Warrants represented thereby may be transferred Agent shall from time to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (b) above, the Company shall time register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate Certificates upon the records to be maintained by it for that purpose, upon surrender to the Company of Warrant Certificates thereof accompanied by a written instrument or instruments of transfer, transfer in the form satisfactory to of the Companyassignment included in the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the Warrant holder Holder or his attorney Holders or by the duly appointed legal representative thereof or by a duly authorized attorney and otherwise complying with the terms of this Agreement and all applicable Laws. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final registration of the transfer by the Warrant Agent in writingthe register in accordance with this Agreement. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Tranche A Warrants shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant CertificateCertificates shall be canceled by the Warrant Agent in accordance with Section 2.04. Warrant Certificates may be exchanged at the option of the holder Holder thereof, upon surrender, properly endorsed by the holder, when surrendered to the CompanyWarrant Agent at its offices at Shareowner Services, with written instructionsat the addresses set forth in Section 9.04, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Tranche A Warrants. Prior to due presentation for registration of transfer, GenTek, the Warrant Agent and any agent of GenTek may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and neither GenTek nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Tranche A Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amount to bad faith. To permit registrations of transfers and exchanges, GenTek shall execute Warrant Certificates at the Warrant Agent's request. No service charge shall be made for any exercise, registration of transfer or exchange of Warrant Certificates and GenTek shall pay all documentary stamp taxes attributable to the initial issuance of Common Stock upon exercise of the Tranche A Warrants, but GenTek or the Warrant Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in respect of any registration of transfer of Warrant Certificates involved in the issue of any Warrant Certificates or any shares of Common Stock issuable upon exercise thereof in a name other than that of the Holder of a Tranche A Warrant Certificate surrendered upon exercise of a Tranche A Warrant. (c) All Warrant Certificates issued upon any registration of transfer or exchange of Tranche A Warrants shall be the valid obligations of GenTek, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for registration of transfer or exchange.

Transfer and Exchange of Warrant Certificates. (a) Notwithstanding anything to the contrary contained herein, neither any Warrant Certificates evidencing nor any Warrant Stock may be assigned or otherwise transferred to any Person unless such transfer is made pursuant to an effective registration statement or otherwise in accordance with the requirements of the 1933 Act and applicable state securities laws. Until the Transfer Restricted Securities cease to be Transfer Restricted Securities as hereinafter provided, certificates evidencing Transfer Restricted Securities (and only such Warrant Certificates certificates) will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES “1933 ACT"”) OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A OTHER THAN IN ACCORDANCE WITH THE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER REQUIREMENTS OF THE SECURITIES 1933 ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION THEREFROM AND FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Neither . THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 25, 2003, AMONG THE COMPANY, IMPSAT S.A., THE HOLDERS LISTED ON EXHIBIT A THERETO AND SUCH OTHER PARTIES WHO MAY BE MADE A SIGNATORY THERETO FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. The Company shall instruct the Warrant Certificates nor Agent in writing of the Warrants represented that should be so legended and shall supply the Warrant Agent with such legended Warrant Certificates. For purposes of this Agreement, any such securities shall cease to be Transfer Restricted Securities (i) when they have been sold or otherwise disposed of (unless such securities are thereby may be transferred to any person other than acquired and held by a Person who is an officer, director or employee affiliate (within the meaning of Rule 144) of the initial Holder. (cCompany) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities 1933 Act), including any such registration statement filed pursuant to the transferor Registration Rights Agreement, (ii) when they may be distributed to the public pursuant to Rule 144 by a Person who is not an affiliate (within the meaning of such Warrant Shares shall, upon request Rule 144) of the Company, deliver or (iii) when they have been distributed to the Company an opinion of counsel, in substance reasonably satisfactory public pursuant to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial HolderRule 144. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (eb) Subject to paragraph the first sentence of subsection (a) and (b) above, the Company Warrant Agent, from time to time, shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate Certificates in the Warrant Register upon surrender to at the Company Warrant Agent’s Office of Warrant Certificates accompanied by a written instrument or instruments of transfer, in the form of assignment set forth on the Warrant Certificate or any other form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the registered Warrant holder or his such holder’s attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be countersigned by the Warrant Agent and issued to the transferee and the Company surrendered Warrant Certificate shall promptly cancel be canceled by the surrendered Warrant CertificateAgent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holderregistered holders, to at the CompanyWarrant Agent’s Office, with written instructions, for other Warrant Certificates countersigned by the Warrant Agent representing in the aggregate a like the same number of Warrants. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.

Transfer and Exchange of Warrant Certificates. (a) The Warrant Certificates evidencing Restricted Securities and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933--------------------------------------------- Agent, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATEfrom time to time, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Neither the Warrant Certificates nor the Warrants represented thereby may be transferred to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (b) above, the Company shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate Certificates in the Warrant Register upon surrender to at the Company office or agency maintained in The City of New York for such purpose or at the principal office of the Warrant Agent (or successor Warrant Agent) of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the CompanyCompany and the Warrant Agent, duly executed by the Warrant holder or his the Warrantholders' attorney duly authorized in writing, and evidence, satisfactory to the Warrant Agent, of compliance with the provisions of Section 6.04. Upon any such registration of transfer, a new Warrant Certificate shall be countersigned by the warrant Agent and issued to the transferee and the Company shall promptly cancel the surrendered Warrant CertificateCertificate shall be canceled by the Warrant Agent. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by endorsed, at the holder, to office or agency maintained in The City of New York for such purpose or at the Companyprincipal office of the warrant Agent (or successor Warrant Agent), with written instructions, for other Warrant Certificates representing certificates countersigned by the Warrant Agent entitling the registered holder thereof, subject to the provisions thereof and of this Agreement, to purchase in the aggregate a like number of shares of Common Stock as the Warrant Certificate so surrendered. In the case of a Warrant Certificate representing Optional Warrants, if such Warrant Certificate is exchanged for a new certificate prior to the Expiration Date, the newly issued Warrant Certificate shall also represent Optional Warrants. The Company or the Warrant Agent may require the payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such exchange or transfer.

Transfer and Exchange of Warrant Certificates. (a) Warrant Certificates evidencing Restricted Securities and only such Warrant Certificates will bear a legend in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. (b) Neither the Warrant Certificates nor the Warrants represented thereby may be transferred to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with the transfer or exchange of any Warrant Shares a Restricted Security or Securities (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares Restricted Security or Securities shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares Restricted Security or Securities to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees affiliates of the initial a transferring Holder. (dc) No Restricted Security or Securities shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (ed) Subject to paragraph (a) and (b) above, the Company shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate upon surrender to the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holderholders, to the Company, with written instructions, for other Warrant Certificates representing in the aggregate a like number of Warrants.

Transfer and Exchange of Warrant Certificates. (a) The Warrant Agent shall maintain books, subject to such reasonable regulations as it may prescribe, for the registration of Warrant Certificates evidencing Restricted Securities and only such transfers and exchanges of Warrant Certificates will bear a legend as provided in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSthis Agreement. (b) Neither the The Warrant Certificates nor the Warrants represented thereby may be transferred Agent shall from time to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (b) above, the Company shall time register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate Certificates upon the records to be maintained by it for that purpose, upon surrender to the Company of Warrant Certificates thereof accompanied by a written instrument or instruments of transfer, transfer in the form satisfactory to of the Companyassignment included in the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the Warrant holder Holder or his attorney Holders or by the duly appointed legal representative thereof or by a duly authorized attorney and otherwise complying with the terms of this Agreement and all applicable Laws. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final registration of the transfer by the Warrant Agent in writingthe register in accordance with this Agreement. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Tranche C Warrants shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant CertificateCertificates shall be canceled by the Warrant Agent in accordance with Section 2.04. Warrant Certificates may be exchanged at the option of the holder Holder thereof, upon surrender, properly endorsed by the holder, when surrendered to the CompanyWarrant Agent at its offices at Shareowner Services, with written instructionsat the addresses set forth in Section 9.04, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Tranche C Warrants. Prior to due presentation for registration of transfer, GenTek, the Warrant Agent and any agent of GenTek may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and neither GenTek nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Tranche C Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amount to bad faith. To permit registrations of transfers and exchanges, GenTek shall execute Warrant Certificates at the Warrant Agent's request. No service charge shall be made for any exercise, registration of transfer or exchange of Warrant Certificates and GenTek shall pay all documentary stamp taxes attributable to the initial issuance of Common Stock upon exercise of the Tranche C Warrants, but GenTek or the Warrant Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in respect of any registration of transfer of Warrant Certificates involved in the issue of any Warrant Certificates or any shares of Common Stock issuable upon exercise thereof in a name other than that of the Holder of a Tranche C Warrant Certificate surrendered upon exercise of a Tranche C Warrant. (c) All Warrant Certificates issued upon any registration of transfer or exchange of Tranche C Warrants shall be the valid obligations of GenTek, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for registration of transfer or exchange.

Transfer and Exchange of Warrant Certificates. (a) The Warrant Agent shall maintain books, subject to such reasonable regulations as it may prescribe, for the registration of Warrant Certificates evidencing Restricted Securities and only such transfers and exchanges of Warrant Certificates will bear a legend as provided in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSthis Agreement. (b) Neither the The Warrant Certificates nor the Warrants represented thereby may be transferred Agent shall from time to any person other than an officer, director or employee of the initial Holder. (c) Prior to or concurrently with the transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under the Securities Act), the transferor of such Warrant Shares shall, upon request of the Company, deliver to the Company an opinion of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holder. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (b) above, the Company shall time register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate Certificates upon the records to be maintained by it for that purpose, upon surrender to the Company of Warrant Certificates thereof accompanied by a written instrument or instruments of transfer, transfer in the form satisfactory to of the Companyassignment included in the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the Warrant holder Holder or his attorney Holders or by the duly appointed legal representative thereof or by a duly authorized attorney and otherwise complying with the terms of this Agreement and all applicable Laws. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final registration of the transfer by the Warrant Agent in writingthe register in accordance with this Agreement. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Tranche B Warrants shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant CertificateCertificates shall be canceled by the Warrant Agent in accordance with Section 2.04. Warrant Certificates may be exchanged at the option of the holder Holder thereof, upon surrender, properly endorsed by the holder, when surrendered to the CompanyWarrant Agent at its offices at Shareowner Services, with written instructionsat the addresses set forth in Section 9.04, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Tranche B Warrants. Prior to due presentation for registration of transfer, GenTek, the Warrant Agent and any agent of GenTek may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and neither GenTek nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Tranche B Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amount to bad faith. To permit registrations of transfers and exchanges, GenTek shall execute Warrant Certificates at the Warrant Agent's request. No service charge shall be made for any exercise, registration of transfer or exchange of Warrant Certificates and GenTek shall pay all documentary stamp taxes attributable to the initial issuance of Common Stock upon exercise of the Tranche B Warrants, but GenTek or the Warrant Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in respect of any registration of transfer of Warrant Certificates involved in the issue of any Warrant Certificates or any shares of Common Stock issuable upon exercise thereof in a name other than that of the Holder of a Tranche B Warrant Certificate surrendered upon exercise of a Tranche B Warrant. (c) All Warrant Certificates issued upon any registration of transfer or exchange of Tranche B Warrants shall be the valid obligations of GenTek, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for registration of transfer or exchange.

Transfer and Exchange of Warrant Certificates. (a) The Warrant Agent shall maintain books, subject to such reasonable regulations as it may prescribe, for the registration of Warrant Certificates evidencing Restricted Securities and only such transfers and exchanges of Warrant Certificates will bear a legend as provided in substantially the following form: NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWSthis Agreement. (b) Neither A Holder may transfer its Warrant Certificates only by written application to the Warrant Agent stating the name of the proposed transferee and otherwise complying with the terms of this Agreement and all applicable Laws. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the register in accordance with this Agreement. Prior to due presentation for registration of transfer, Sterling, the Warrant Agent and any agent of Sterling may deem and treat the Person in whose name the Warrant Certificates are registered as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing thereon made by anyone), and neither Sterling nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or an interest in any Warrants represented thereby on the part of any other Person and shall not be liable for any registration of transfer of Warrant Certificates that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amount to bad faith. When Warrant Certificates are presented to the Warrant Agent with a request to register the transfer thereof or to exchange them for an equal number of Warrant Certificates of other authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested solely in the case of any Legended Certificates if the requirements of this Agreement for such transaction are met. To permit registrations of transfers and exchanges, Sterling shall execute Warrant Certificates at the Warrant Agent's request. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates, but Sterling or the Warrant Agent may be transferred require payment of a sum sufficient to cover any person other than an officer, director transfer tax or employee similar governmental charge payable in connection with any registration of the initial Holdertransfer of Warrant Certificates. (c) Prior to or concurrently with the All Warrant Certificates issued upon any registration of transfer or exchange of any Warrant Shares (other than pursuant to an effective registration statement under Warrants shall be the Securities Act)valid obligations of Sterling, evidencing the transferor of such Warrant Shares shallsame obligations, upon request of the Company, deliver and entitled to the Company an opinion same benefits under this Agreement, as the Warrant Certificates surrendered for registration of counsel, in substance reasonably satisfactory to the Company, to the effect that such Warrant Shares to be issued upon such transfer or exchange will be issued in compliance with applicable Securities laws and/or may be so issued without the foregoing legend. Notwithstanding the foregoing, it shall be understood that no opinion of counsel shall be required for transfers to officers, directors or employees of the initial Holderexchange. (d) No Restricted Security shall be transferred, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act and any applicable state securities laws). (e) Subject to paragraph (a) and (b) above, the Company shall register the transfer of all or any whole number of Warrants covered by any outstanding Warrant Certificate upon surrender to the Company of Warrant Certificates accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the Warrant holder or his attorney duly authorized in writing. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee and the Company shall promptly cancel the surrendered Warrant Certificate. Warrant Certificates may be exchanged at the option of the holder thereof, upon surrender, properly endorsed by the holder, to the Company, with written instructions, for other Warrant Certificates representing in the aggregate a like number of Warrants.