Common use of Transfer and Exchange of Warrants Clause in Contracts

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares, at the same exercise price and having the same term, as the surrendered Warrant Certificate or Certificates then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of warrants which were not so transferred, shall be issued to, and in the name of, the holder. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredSection 18 hereof.

Transfer and Exchange of Warrants. The Warrant Holder(a) THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH IN SECTION 4 OF THE STOCKHOLDERS’ AGREEMENT, by acceptance AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE PROVISIONS THEREOF. Subject to the foregoing and the limitations of Section 4 hereof, agrees to give written notice to the Company before transferring this shall from time to time register the transfer of the Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention records to do sobe maintained by it for that purpose, describing briefly the manner of any proposed transfer upon surrender of this Warrant Certificate duly endorsed or such accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the registered Holder or by the duly appointed legal representative thereof or by a duly authorized attorney; provided that this Warrant Holder’s intention as may be transferred in part only for a minimum of 5,000,000 Warrant Shares per transfer, or if less, the entire number of Warrant Shares which the Holder is entitled to purchase hereunder. Subject to the disposition terms hereof, this Certificate may be exchanged for another certificate or certificates entitling the Holder to be made of shares purchase a like aggregate number of Warrant Stock issuable or issued upon Shares as the exercise hereof. For any proposed transfer other than a transfer Certificate surrendered then entitles the Holder to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, purchase; provided that each such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder new Certificate shall be entitled in minimum denominations of 5,000,000 Warrant Shares. A Holder desiring to transfer exchange this Warrant, or to exercise this Warrant Certificate shall make such request in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice writing delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting and shall surrender, duly endorsed or accompanied (if so required by the aforesaid restrictions on Company) by a written instrument or instruments of transfer and disposition may be endorsed on in form satisfactory to the Company, this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon Certificate to be so exchanged. (b) Upon registration of transfer, the Company shall issue to the transferees and countersign a new Warrant Shares under Certificate or Certificates and deliver by certified mail such new Warrant Certificate or Certificates to the Securities Act, no such opinion persons entitled thereto. No service charge shall be requiredmade for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt Agent, duly executed by the Company of such written notice and, for transfers registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the notice Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent and shall surrender, duly endorsed or accompanied (if so required by the Warrant Holder Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the CompanyWarrant Agent, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may Warrant Certificate or Certificates to be endorsed on this Warrant or the certificates for such sharesso exchanged. Notwithstanding the foregoing, upon Upon registration of transfer, the Company shall issue and the Warrant Shares under Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the Securities Act, no such opinion shall be requiredpersons entitled thereto.

Transfer and Exchange of Warrants. The Warrant HolderAgent shall from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section 6, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of such transfer in form satisfactory to the Warrant Holder’s intention Agent, duly executed by the Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be made so exchanged. Upon registration of shares transfer, the Company shall execute and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Holder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) principal office of the Warrant HolderAgent at Xxxxx Fargo Shareowner Services, such 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxxx, XX 00000 for another Warrant Holder Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall also provide be made for any exchange or registration of transfer of Warrant Certificates, but the Company with an opinion may require payment of counsel reasonably satisfactory a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed as a result of the Company to name of the effect that the proposed transfer Holder of this new Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or Certificates issued upon such exchange or registration of transfer being different from the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose name of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms Holder of the notice delivered by the old Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant Certificates surrendered for exchange or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. 5.1 The Trust will keep at the office or agency maintained pursuant to Section 2.3 hereof a register or registers, in which, subject to such reasonable regulations as it may prescribe, it will register all Warrants, and the Trust hereby constitutes and appoints the Warrant HolderAgent its Warrant Registrar. No transfer of any Warrant shall be valid unless made upon such register. Upon surrender for transfer of any Warrant at such office or agency, by acceptance hereofthe Trust shall execute and the Warrant Agent shall countersign and deliver, agrees to give written notice in exchange, in the name of the transferee or transferees a new Warrant or Warrants for a like number of Shares. The Warrants may be transferred separately from the Shares. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligation of the Trust, entitled to the Company before transferring same benefits under this Shareholder Warrant Agreement as the Warrants surrendered upon such registration of transfer or transferring any exchange. Every Warrant Stock issuable presented or issued upon surrendered for registration of transfer or for exchange shall (if so required by the exercise hereof Trust or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as in form satisfactory to the disposition to be made of shares of Trust and the Warrant Stock issuable or issued upon Agent, duly executed by the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) holder of the Warrant Holderor by his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Warrants, such Warrant Holder shall also provide but the Company with an opinion Trust may require payment of counsel reasonably satisfactory a sum sufficient to the Company to the effect cover any tax or other governmental charge that the proposed transfer of this Warrant or disposition of shares may be effected without imposed in connection with any registration of transfer or qualification (under exchange of Warrants. Notwithstanding any Federal terms contained in this Section 5.1 or State law) of elsewhere in this Warrant or Agreement, the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled Trust may refuse to transfer this Warrant, or a Warrant pursuant to exercise this Warrant in accordance with Sections 8.6 and 8.7 of its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredBylaws.

Transfer and Exchange of Warrants. The Warrant HolderAgent --------------------------------- shall from time to time, by acceptance subject to the limitations of Section 6 hereof, agrees register the transfer of any outstanding Warrants upon the records to give be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written notice instrument or instruments of transfer in form satisfactory to the Company before transferring this Warrant Agent, duly executed by the registered Holder or transferring any Warrant Stock issuable Holders thereof or issued upon by the exercise hereof of such Warrant Holder’s intention duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be made so exchanged. Upon registration of shares transfer, the Warrant Agent shall countersign and deliver by certified or first class mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Holder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent located at 00 Xxxxx Xxxxxx, such 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10004-2304, Attention: Corporate Trust Services, for another Warrant Holder Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall also provide be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant any such exchange or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. The Warrant HolderAgent shall from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations set forth in Section 6, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of such transfer in form satisfactory to the Warrant Holder’s intention Agent, duly executed by the registered Warrantholder or Warrantholders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Warrantholder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle such Warrantholder to purchase. Any Warrantholder desiring to exchange a Warrant Holder’s intention as Certificate or Warrant Certificates shall make such request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Warrant Certificates to be made so exchanged. Upon registration of shares transfer, the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Warrant Certificates to the Persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Warrantholder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent in Boston, such Massachusetts for another Warrant Holder Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall also provide be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant any such exchange or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice (a) Subject to the provisions of the Warrant Agreement and the last sentence of this first paragraph of Section 10(a) and subject to applicable law, rules or regulations, or any “stop transfer” instructions the Company before transferring this may give to the Warrant Agent, the Warrant Agent shall register the transfer, split up, combination or transferring exchange, from time to time (i) in the case of Direct Registration Warrants, upon delivery of a written assignment of the Direct Registration Warrants to be transferred substantially in the form attached hereto as Exhibit C duly executed by the holder or its agent or attorney and funds sufficient to pay any Warrant Stock issuable or issued transfer taxes payable upon the exercise hereof making of such Warrant Holder’s intention to do sotransfer, describing briefly and (ii) in the manner case of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933Certificated Warrants, as amendedonly in accordance with Section 4(a) of the Warrant HolderCertificate, of any outstanding Warrants upon the Warrant Register, provided that, in each case, a party requesting such transfer, split up, combination or exchange of any Warrant must provide evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in the Transfer Agent’s Medallion Program or other comparable signature guarantee program approved by the Warrant Agent. Upon any such transfer, split up, combination or exchange, a new Direct Registration Warrant or Certificated Warrant, as applicable, representing an equal aggregate number of Warrants shall be issued and the old Direct Registration Warrant or Certificated Warrant, as applicable, shall be cancelled by the Warrant Agent. Any Certificated Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. The Company or the Warrant Agent may require payment from the registered holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of the Warrants. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made. (b) Any registered holder desiring to transfer, split up, combine or exchange any Warrant shall make such request in writing delivered to the Warrant Agent, and shall surrender any Certificated Warrant to be transferred, split up, combined or exchanged (no such surrender is applicable to registered holder of a Direct Registration Warrant), together with the form of assignment and certificate duly executed and properly completed and such other documentation that the Company or the Warrant Agent may reasonably request, to be transferred, split up, combined or exchanged at the office of the Warrant Agent designated for such purpose. Thereupon the Warrant Agent shall, subject to the last sentence of the first paragraph of Section 10(a) hereof, issue in exchange therefor one or more new Direct Registration Warrants or Certificated Warrants, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant Holder shall also provide and issue a new Warrant in exchange therefor until the Company with Warrant Agent has received an opinion of counsel reasonably satisfactory for the Company stating that such transfer may be made and indicating whether the new Warrant must also bear a restrictive legend. Upon any such registration of transfer of a Certificated Warrant, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Certificated Warrant of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. (c) The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the issuance of a Warrant for a fraction of a Warrant, but shall record the registration of transfer or exchange that will result in the issuance of a Warrant exercisable for a fraction of an Ordinary Share. (d) A service charge shall be payable to the Company to the effect that the proposed Warrant Agent for any exchange or registration of transfer of this Warrants, as negotiated between Company and Warrant or disposition of shares may be effected without registration or qualification Agent. (under any Federal or State lawe) of this If applicable, the Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice andAgent is hereby authorized to countersign and to deliver, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, any new Warrants required to be issued pursuant to the notice delivered provisions of this Section 10, and the Company, whenever requested by the Warrant Holder to Agent, will supply the Company, provided that an appropriate legend respecting Warrant Agent with a new Warrant duly executed on behalf of the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates Company for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredpurpose.

Transfer and Exchange of Warrants. 5.1 The Trust will keep at the office or agency maintained pursuant to Section 2.3 hereof a register or registers, in which, subject to such reasonable regulations as it may prescribe, it will register all Warrants, and the Trust hereby constitutes and appoints the Warrant HolderAgent its Warrant Registrar. No transfer of any Warrant shall be valid unless made upon such register. Upon surrender for transfer of any Warrant at such office or agency, by acceptance hereofthe Trust shall execute and the Warrant Agent shall countersign and deliver, agrees to give written notice in exchange, in the name of the transferee or transferees a new Warrant or Warrants for a like number of Shares. The Warrants may be transferred separately from the Shares. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligation of the Trust, entitled to the Company before transferring same benefits under this Underwriter Warrant Agreement as the Warrants surrendered upon such registration of transfer or transferring any exchange. Every Warrant Stock issuable presented or issued upon surrendered for registration of transfer or for exchange shall (if so required by the exercise hereof Trust or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as in form satisfactory to the disposition to be made of shares of Trust and the Warrant Stock issuable or issued upon Agent, duly executed by the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) holder of the Warrant Holderor by his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Warrants, such but the Trust may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrants. Notwithstanding any terms contained in this Section 5.1 or elsewhere in this Agreement, the Trust may refuse to transfer a Warrant Holder shall also provide pursuant to Sections 8.6 and 8.7 of its Bylaws. 5.2 Notwithstanding the Company with an opinion provisions of counsel reasonably satisfactory Section 5.1 hereof, the Warrants acquired by the Underwriter will be restricted from sale, transfer, assignment or hypothecation for one year from the effective date of the Trust's registration statement pertaining to the Company offering of its shares, except to the effect that the proposed transfer of this Warrant officers or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose partners of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms Underwriter and other members of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredselling group.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrant Certificates hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition records to be made of shares of Warrant Stock issuable or issued maintained by it for that purpose, upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, a Warrant Certificate evidencing Warrants in any tranche may be exchanged for another Warrant Certificate or Certificates evidencing Warrants in the proposed same tranche and entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require the surrendering Holder to pay a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredSection 17 hereof.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise Section 15.3 hereof. A Holder may obtain a copy of this Warrant, all in accordance with Agreement without cost upon written request to the terms of the notice delivered by Company at its principal office or the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredAgent.

Transfer and Exchange of Warrants. (a) The Warrant HolderAgent shall register the transfer, only in accordance with Section 4(a) of the Warrant, of any outstanding Warrants upon the Warrant Register, provided that a party requesting transfer of any Warrant must provide any evidence of authority that may be required by acceptance hereofthe Warrant Agent, agrees to give written notice including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued from time to time upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as request. (b) Certificated Warrants may be surrendered to the disposition Warrant Agent, together with a written request for exchange or transfer reasonably acceptable to be made Warrant Agent and specifying the event of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate Permitted Transfer (as defined in the Warrant), duly executed by Rule 405 the registered holder thereof, or by a duly authorized power of Regulation C under attorney, and thereupon the Securities Act of 1933, Warrant Agent shall issue in exchange therefor one or more new Warrants as amended) requested by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a certificated Warrant Holdersurrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant Holder shall also provide and issue a new Warrant in exchange therefor until the Company with Warrant Agent has received an opinion of counsel reasonably satisfactory for the Company stating that such transfer may be made and indicating whether the new Warrant must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. (c) The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the issuance of a Warrant for a fraction of a Warrant. (d) A service charge shall be payable to the Company to the effect that the proposed Warrant Agent for any exchange or registration of transfer of this Warrants, as negotiated between Company and Warrant or disposition of shares may be effected without registration or qualification Agent. (under any Federal or State lawe) of this If applicable, the Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice andAgent is hereby authorized to countersign and to deliver, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, any new Warrants required to be issued pursuant to the notice delivered provisions of this Section 9, and the Company, whenever requested by the Warrant Holder to Agent, will supply the Company, provided that an appropriate legend respecting Warrant Agent with a new Warrant duly executed on behalf of the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates Company for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredpurpose.

Transfer and Exchange of Warrants. (a) This Warrant has not been registered with the Securities and Exchange Commission or under the securities laws of any state. The Warrant Holder, by acceptance hereof, agrees Stock to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or be issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition Warrants is not anticipated to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C registered under the Securities Act of 19331933 or under the laws of any state. The holder of this Warrant, as amended) by its acceptance thereof, represents that the Warrant and any Warrant Stock issued pursuant hereto have been acquired for investment and not with a view to or for resale in connection with the distribution hereof. No disposition of the Warrant Holder, such or any Warrant Holder shall also provide Stock issued pursuant hereto may be made in the Company with absence of an effective registration statement under the Securities Act of 1933 or an opinion of counsel reasonably satisfactory to the Company to the effect that such disposition is in compliance with the proposed transfer Securities Act. (b) In compliance with sub-section (a), above, one or more Warrants may be surrendered to the Company for exchange and, upon cancellation thereof, the Company shall deliver and exchange therefor one or more new Warrants, as requested by the holder of this the cancelled Warrant or disposition Warrants for the same aggregate number of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered as were evidenced by the Warrant Holder or Warrants so cancelled; subject, however, to the Companyprovisions that the Company may, provided as a requirement to said exchange, demand and require that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this holder represent that the Warrant or Warrants, and any Warrant Stock to be issued pursuant thereto, have been acquired for investment and not with a view to or for resale in connection with the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requireddistribution thereof.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise Section 14.3 hereof. A copy of this Warrant, all in accordance with Agreement may be obtained by a Holder without cost upon written request to the terms of the notice delivered by Company at its principal office or the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredAgent.

Transfer and Exchange of Warrants. The Warrant HolderTHIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE STOCKHOLDER AGREEMENT, by acceptance hereof, agrees to give written notice AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE PROVISIONS THEREOF. Subject to the foregoing and the limitations of Section 4, the Company before transferring this shall from time to time register the transfer of the Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention records to do sobe maintained by it for that purpose, describing briefly the manner of any proposed transfer upon surrender of this Warrant Certificate duly endorsed or such accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the registered Holder or by the duly appointed legal representative thereof or by a duly authorized attorney; provided that this Warrant Holder’s intention as may be transferred only with respect to a minimum of 2,500,000 Warrant Shares per transfer. Subject to the disposition terms hereof, this Certificate may be exchanged for another certificate or certificates entitling the Holder to be made of shares purchase a like aggregate number of Warrant Stock issuable or issued upon Shares as the exercise hereof. For any proposed transfer other than a transfer Certificate surrendered then entitles the Holder to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, purchase; provided that each such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder new certificate shall be entitled in minimum denominations of 2,500,000 Warrant Shares. A Holder desiring to transfer exchange this Warrant, or to exercise this Warrant Certificate shall make such request in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice writing delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting and shall surrender, duly endorsed or accompanied (if so required by the aforesaid restrictions on Company) by a written instrument or instruments of transfer and disposition may be endorsed on in form satisfactory to the Company, this Warrant or the certificates for such sharesCertificate to be so exchanged. Notwithstanding the foregoing, upon Upon registration of transfer, the Company shall issue to the transferees and countersign a new Warrant Shares under Certificate or Certificates and deliver by certified mail such new Warrant Certificate or Certificates to the Securities Act, no such opinion persons entitled thereto. No service charge shall be requiredmade for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or Certificates --------------------------------- shall be issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition in registered form only. The Bank shall cause to be made kept at the office of shares the Warrant Agent a register in which, subject to such reasonable regulations as the Warrant Agent may prescribe, the Bank shall provide for the registration of Warrant Stock issuable Certificates and of transfers or issued upon exchanges of Warrant Certificates as herein provided. At the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) option of the Warrant Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Bank shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Warrant Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall also provide be the Company with an opinion valid obligations of counsel reasonably the Bank, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Bank or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company to Bank and the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice andAgent, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered duly executed by the Warrant Holder thereof by a duly appointed legal representative or by a duly authorized attorney (and with any signatures guaranteed as may be required pursuant to the CompanyWarrant Certificate). No service charge shall be made by the Warrant Agent for any registration of transfer or exchange of Warrant Certificates. The Bank may require payment of a sum sufficient to cover certain taxes or other governmental charges as provided in Section 6.03. ------------ Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition holder thereof may be endorsed treated by the Bank, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented thereby, or to the transfer thereof on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration register of the Bank maintained by the Warrant Shares under Agent, any notice to the Securities Actcontrary notwithstanding; but until such transfer on such register, no such opinion shall be requiredthe Bank and the Warrant Agent may treat the Warrant Holder thereof as the owner for all purposes.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give --------------------------------- the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares, at the same exercise price and having the same term, as the surrendered Warrant Certificate or Certificates then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Holder. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredSection 18 hereof.

Transfer and Exchange of Warrants. The Warrant HolderAgent shall --------------------------------- from time to time, by acceptance subject to the limitations of Section 6 hereof, agrees register the transfer of any outstanding Warrants upon the records to give be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written notice instrument or instruments of transfer in form satisfactory to the Company before transferring this Warrant Agent, duly executed by the registered Holder or transferring any Warrant Stock issuable Holders thereof or issued upon by the exercise hereof of such Warrant Holder’s intention duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be made so exchanged. Upon registration of shares transfer, the Warrant Agent shall countersign and deliver by certified or first class mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Holder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent located at 00 Xxxxx Xxxxxx, such 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10004- 2304, Attention: Corporate Trust Services, for another Warrant Holder Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall also provide be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant any such exchange or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. The Warrant HolderCompany shall --------------------------------- from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section 5 and the limitations set forth in the Shareholders Agreement, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition records to be made maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel in form reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt Company, duly executed by the Company of such written notice and, for transfers registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the notice Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting and shall surrender, duly endorsed or accompanied (if so required by the aforesaid restrictions on Company) by a written instrument or instruments of transfer in form satisfactory to the Company, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall execute and disposition deliver by certified or first class mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be endorsed on this Warrant or exchanged at the certificates option of the Holder thereof, when surrendered at the office of the Company maintained for such sharespurpose, which initially will be the Company's office located at the address listed in Section 15 hereof for another Warrant Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. Notwithstanding the foregoing, upon No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Warrant Shares under the Securities Act, no Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such opinion shall be requiredexchange or registration of transfer.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or Certificates --------------------------------- shall be issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition in registered form only. The Bank shall cause to be made kept at the office of shares the Warrant Agent a register in which, subject to such reasonable regulations as the Warrant Agent may prescribe, the Bank shall provide for the registration of Warrant Stock issuable Certificates and of transfers or issued upon exchanges of Warrant Certificates as herein provided. At the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) option of the Warrant Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Bank shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Warrant Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall also provide be the Company with an opinion valid obligations of counsel reasonably the Bank, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Bank or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company to Bank and the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice andAgent, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered duly executed by the Warrant Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates. The Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Warrant Holder thereof may be treated by the Bank, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented thereby, or to the Company, provided that an appropriate legend respecting transfer thereof on the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration register of the Bank maintained by the Warrant Shares under Agent, any notice to the Securities Actcontrary notwithstanding; but until such transfer on such register, no such opinion shall be requiredthe Bank and the Warrant Agent may treat the registered Warrant Holder thereof as the owner for all purposes.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares, at the same exercise price and having the same term, as the surrendered Warrant Certificate or Certificates then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. Upon any partial transfer, a new Warrant Certificate of like tenor and representing in the aggregate the number of Warrants which were not so transferred, shall be issued to, and in the name of, the Holder. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredSection 18 hereof.

Transfer and Exchange of Warrants. Subject to the terms hereof, the Warrant Agent shall countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written instructions of the Company. The Warrant Holder, by acceptance hereof, agrees Agent shall thereafter from time to give written notice to time register the Company before transferring this Warrant or transferring transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition records to be made of shares of Warrant Stock issuable or issued maintained by it for that purpose, upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that the proposed transfer terms of this Agreement, each Warrant or disposition of shares Certificate may be effected without registration exchanged for another Warrant Certificate or qualification (under any Federal or State law) of this Warrant or Certificates entitling the shares Holder thereof to purchase a like aggregate number of Warrant Stock issuable Shares as the Warrant Certificate or issued upon Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the exercise hereofWarrant Agent, and shall surrender the Warrant Certificate or Certificates to be so exchanged, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent. Upon receipt by registration of transfer, the Company of such written notice and, for transfers shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to non-affiliates, opinion of counsel, such Warrant the persons entitled thereto. No service charge to any Holder shall be entitled made for any exchange or registration of transfer of a Warrant certificate or of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. By accepting the initial delivery, transfer or exchange of Warrants, each Holder shall be deemed to agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such sharesSection 18 hereof. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.SECTION 4. TERM OF WARRANTS; EXERCISE OF WARRANTS; ADJUSTMENTS OF EXERCISE PRICE;

Transfer and Exchange of Warrants. The Warrant HolderAgent shall from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section 6, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition records to be made maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel in form reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt Agent, duly executed by the Company of such written notice and, for transfers registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the notice Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Holder Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, provided the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Warrant Agent shall countersign and deliver by certified or first class mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of the Holder thereof, when surrendered at the office or agency of the Company maintained for such purpose, which initially will be the corporate trust office of the Warrant Agent in New York, New York for another Warrant Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that an appropriate legend respecting the aforesaid is imposed in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Warrant (including any transfers between or among Depository participants or beneficial owners of interests in any Global Warrant) other than to require delivery of such certificates and disposition may be endorsed on other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of this Warrant or Agreement and to examine the certificates for such shares. Notwithstanding same to determine substantial compliance as to form with the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredexpress requirements thereof.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise Section 15.3 hereof. A copy of this Warrant, all in accordance with Agreement may be obtained by a Holder without cost upon written request to the terms of the notice delivered by Company at its principal office or the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredAgent.

Transfer and Exchange of Warrants. The Warrant HolderAgent shall --------------------------------- from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section 6, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of such transfer in form satisfactory to the Warrant Holder’s intention Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Warrant Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Warrant Certificates to be made so exchanged. Upon registration of shares transfer, the Warrant Agent shall countersign and deliver by certified or first class mail a new Warrant Certificate or Warrant Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Holder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent in New York, such New York for another Warrant Holder Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall also provide be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant any such exchange or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. The (a) Warrant HolderCertificates evidencing Restricted Securities (and only such Warrant Certificates) will bear a legend in substantially the following form: (b) In connection with the transfer or exchange of a Restricted Security or Securities (other than pursuant to an effective registration statement under the Securities Act) the transferor of such Restricted Security or Securities, by acceptance hereofupon request of the Company, agrees to give written notice shall deliver to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel counsel, in substance reasonably satisfactory to the Company Company, to the effect that such Restricted Security to be issued upon such transfer or exchange may be so issued without the proposed foregoing legend; provided that such Restricted Security nonetheless shall contain a legend referencing the restrictions contained in the Investor's Agreement of even date herewith. (c) Subject to paragraphs (a) and (b) above, the Company shall register the transfer of this all or any whole number of Warrants covered by any outstanding Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Certificate in the Warrant or the shares of Warrant Stock issuable or issued Register upon the exercise hereof. Upon receipt by surrender to the Company of such Warrant Certificates accompanied by a written notice andinstrument or instruments of transfer, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder form reasonably satisfactory to the Company, provided that an appropriate legend respecting duly executed by the aforesaid restrictions on registered 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 disposition the surrendered Warrant Certificate promptly shall be canceled by the Company. Warrant Certificates may be endorsed on this Warrant or exchanged at the certificates for such shares. Notwithstanding option of the foregoingHolder thereof, upon registration surrender, properly endorsed by the registered Holders, at the Company, with written instructions, for other Warrant Certificates evidencing in the aggregate a like number of Warrants. The Company may require the Warrant Shares under the Securities Act, no payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such opinion shall be requiredexchange or transfer.

Transfer and Exchange of Warrants. The Warrant HolderNo Holder shall make any sale, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant transfer or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner other disposition of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer Warrants except pursuant to an affiliate (as defined by Rule 405 of Regulation C effective registration statement for such securities under the Securities Act of 1933, as amendedamended (the "Act") and any applicable state securities laws or an exemption from the registration requirements of the Warrant HolderAct. In the case of any sale, such Warrant Holder transfer or other disposition other than pursuant to an effective registration statement, the transferee shall also provide upon the request of the Company with deliver an opinion of counsel (which may be the transferee's internal counsel) reasonably satisfactory to the Company that registration is not required by the Act. The Company shall from time to time at the effect that request of a Holder register the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof. Upon receipt Warrant Register upon surrender of the Warrant Certificate or Warrant Certificates evidencing such Warrants duly endorsed or accompanied (if so required by the Company Company) by a written instrument or instruments of such written notice and, for transfers transfer substantially in the form attached as Exhibit B hereto duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Warrant Certificates entitling the notice delivered by Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Warrant Certificates surrendered then entitle such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Warrant Certificates shall make such request in writing substantially in the form attached as Exhibit B hereto and delivered to the Company, provided and shall surrender, duly endorsed or accompanied by a written instrument of transfer, the Warrant Certificate or Warrant Certificates to be so exchanged. Upon registration of transfer, the Company shall issue, sign and deliver a new Warrant Certificate or Warrant Certificates to the person(s) entitled thereto. No service fee or other expense shall be charged for any exchange or registration of transfer of a Warrant Certificate or of Warrant Certificates, but the Company may require that an appropriate legend respecting Holder make payment of a sum sufficient to cover any stamp tax or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer. The terms "Warrant" and "Warrant Certificate" as used herein shall include, respectively, any Warrant or Warrant Certificate into which a Warrant or Warrant Certificate, as the aforesaid restrictions on transfer and disposition case may be, may be endorsed on this divided or exchanged. At any time at which the Warrants held by any Holder that qualifies as a "subsidiary" of a "bank holding company" (as such terms are defined in Section 225.2 of Regulation Y issued by the Board of Governors of the Federal Reserve System ("Regulation Y")) (a "BHC Subsidiary") would result in such BHC Subsidiary owning or controlling 5% or more of the Company's Common Shares (including after taking into consideration any rebuttable presumptions of control contained in Section 225.31(d) of Regulation Y), no Warrant may be transferred by such BHC Subsidiary, unless the BHC Subsidiary advises the Company in writing (and in such case the Company shall thereupon notify each Holder in writing) that the transfer will be made: (a) in a widely dispersed public distribution; (b) to a person or group of persons that already had "control" (as defined in Section 225.2 of Regulation Y) of the Company immediately prior to the transfer to such person or group of persons; (c) in a private sale to a person independent from and unrelated to the BHC Subsidiary in which no person or group of persons acting in concert receives rights to acquire more than 2% of the Company's outstanding Common Stock; (d) to a "broker" or "dealer" (as those terms are defined in Section 3(a) of the Securities Exchange Act of 1934, as amended) for the purpose of conducting a widely dispersed public distribution; or (e) in a transaction which has been approved by the Board of Governors of the Federal Reserve System or is otherwise not inconsistent with Regulation Y or the certificates for such shares. Notwithstanding the foregoingBank Holding Company Act of 1956, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredas amended.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or --------------------------------- Certificates shall be issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition in registered form only. The Bank shall cause to be made kept at the office of shares the Warrant Agent a register in which, subject to such reasonable regulations as the Warrant Agent may prescribe, the Bank shall provide for the registration of Warrant Stock issuable Certificates and of transfers or issued upon exchanges of Warrant Certificates as herein provided. At the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) option of the Warrant Holder, Warrant Certificates may be exchanged at such office, and upon payment of the charges hereinafter provided. Whenever any Warrant Certificates are so surrendered for exchange, the Bank shall execute, and the Warrant Agent shall countersign and deliver, the Warrant Certificates that the Warrant Holder making the exchange is entitled to receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall also provide be the Company with an opinion valid obligations of counsel reasonably the Bank, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of transfer or exchange shall (if so required by the Bank or the Warrant Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company to Bank and the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice andAgent, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered duly executed by the Warrant Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates. The Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Warrant Certificates. Any Warrant Certificate when duly endorsed in blank shall be deemed negotiable and when a Warrant Certificate shall have been so endorsed, the Warrant Holder thereof may be treated by the Bank, the Warrant Agent and all other persons dealing therewith as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented thereby, or to the Company, provided that an appropriate legend respecting transfer thereof on the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration register of the Bank maintained by the Warrant Shares under Agent, any notice to the Securities Actcontrary maintained by the Warrant Agent, no any notice to the contrary notwithstanding; but until such opinion shall be requiredtransfer on such register, the Bank and the Warrant Agent may treat the registered Warrant Holder thereof as the owner for all purposes.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition records to be made of shares of Warrant Stock issuable or issued maintained by it for that purpose, upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredSection 18 hereof.

Transfer and Exchange of Warrants. The Warrant Holder--------------------------------- Certificates shall be issued in registered form only. The Warrant Agent shall from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section 5.4, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof records to be maintained by it (the "Certificate Register") for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of such transfer in form satisfactory to the Warrant Holder’s intention Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be made so exchanged. Upon registration of shares transfer, the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Holder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent in New York, such New York for another Warrant Holder shall also provide Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the Company with an opinion of counsel reasonably satisfactory aggregate the right to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares purchase a like number of Warrant Stock issuable or Shares. All Warrant Certificates issued upon the exercise hereof. Upon receipt by the Company any registration of such written notice and, for transfers to non-affiliates, opinion transfer or exchange of counsel, such Warrant Holder Certificates shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose the valid obligations of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting evidencing the aforesaid restrictions on same obligations, and entitled to the same benefit under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. To permit registrations of transfer and disposition may be endorsed on this Warrant or exchanges, the certificates for such shares. Notwithstanding the foregoingCompany shall, upon registration request of the Warrant Shares under Agent, make available to the Securities Act, no Warrant Agent a sufficient number of executed Warrant Certificates to effect such opinion registrations of transfers and exchanges. No service charge shall be requiredmade for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer.

Transfer and Exchange of Warrants. The Subject to the terms hereof, including, without limitation, Section 7, the Warrants and all rights hereunder are transferable, in whole or in part, on the books of the Company maintained for such purpose at its principal office referred to above by the registered holder hereof in person or by its duly authorized attorney, upon surrender of the Warrants properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer. Upon any partial transfer, the Company will issue and deliver to such holder a new Warrant Holderor Warrants with respect to the shares of Common Stock not so transferred. Each taker and holder of the Warrants, by acceptance hereoftaking or holding the same, consents and agrees that the Warrants when endorsed in blank shall be deemed negotiable and that when the Warrants shall have been so endorsed, the holder hereof may be treated by the Company and all other persons dealing with the Warrants, as the absolute owner hereof for any purpose and as the person entitled to give written exercise the rights represented hereby, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such transfer on such books, the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon may treat the exercise registered holder hereof of as the owner for all purposes. The Warrants are exchangeable at such Warrant Holder’s intention to do so, describing briefly office for Warrants for the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made same aggregate number of shares of Warrant Stock issuable or issued upon Common Stock, all new Warrants to represent the exercise hereof. For any proposed transfer other than a transfer right to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, purchase such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition number of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or as the shares of Warrant Stock issuable or issued upon holder hereof shall designate at the exercise hereof. Upon receipt by the Company time of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredexchange.

Transfer and Exchange of Warrants. (a) The Warrant HolderCompany will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Any Registered Holder may change its, his or her address as shown on the warrant register by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring requesting such change, given in accordance with Section 14 hereof. (b) Until any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such is made in the warrant register, the Company may treat the Registered Holder of this Warrant Holder’s intention as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the disposition contrary. (c) The Company shall register the transfer from time to be made time, of shares of this Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined register maintained by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company for such purpose, upon surrender of this Warrant for transfer, upon written instructions with signatures guaranteed. Upon any such transfer, a new Warrant representing an equal aggregate Percentage Interest shall be issued and this Warrant shall be canceled. (d) This Warrant may be surrendered to the Company, together with a written request for exchange, and thereupon the Company shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of this Warrant, representing in the aggregate an equal Percentage Interest; provided, however, that in the event that this Warrant bears a restrictive legend, the Company shall not cancel this Warrant nor issue a new Warrant in exchange therefor unless the Company has received an opinion of counsel reasonably satisfactory to the Company to the effect stating that the proposed such transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State lawmade and indicating whether the new Warrant(s) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredmust also bear a restrictive legend.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the effect that terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the proposed Holder thereof to purchase a like aggregate number of Warrant Shares, at the same exercise price and having the same term, as the surrendered Warrant Certificate or Certificates then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of this a Warrant Certificate or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or issued upon the exercise other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. Upon receipt by By accepting the Company initial delivery, transfer or exchange of such written notice andWarrants, for transfers to non-affiliates, opinion of counsel, such Warrant each Holder shall be entitled deemed to transfer agree to the terms of this WarrantAgreement as it may be in effect from time to time, including any amendments or to exercise this Warrant supplements duly adopted in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredSection 18 hereof.

Transfer and Exchange of Warrants. (a) The Warrant HolderAgent shall from time to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section 6, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of such transfer in form satisfactory to the Warrant Holder’s intention Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. (b) Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be made so exchanged. The Warrant Certificates may be exchanged at the option of shares the Holder thereof, when surrendered at the office or agency of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent in New York, New York. (c) Upon registration of transfer or exchange, the Warrant Agent shall countersign and deliver by hand, certified mail or by such other method as the Warrant Holder Agent shall also provide reasonably determine a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant any such exchange or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s 's intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s 's intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

Transfer and Exchange of Warrants. The Warrant HolderAgent shall from time --------------------------------- to time, by acceptance hereof, agrees to give written notice subject to the Company before transferring this Warrant or transferring limitations of Section6, register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of such transfer in form satisfactory to the Warrant Holder’s intention Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to do so, describing briefly the manner of any proposed transfer terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such Warrant Holder’s intention as request in writing delivered to the disposition Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be made so exchanged. Upon registration of shares transfer, the Warrant Agent shall countersign and deliver by certified or first class mail a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of Warrant Stock issuable the Holder thereof, when surrendered at the office or issued upon agency of the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under Company maintained for such purpose, which initially will be the Securities Act of 1933, as amended) corporate trust office of the Warrant HolderAgent in New York, such New York, for another Warrant Holder Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Warrant Shares. No service charge shall also provide be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant any such exchange or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredtransfer.

Transfer and Exchange of Warrants. The Warrant HolderTHIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE STOCKHOLDER AGREEMENT, by acceptance hereof, agrees to give written notice AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE PROVISIONS THEREOF. Subject to the foregoing and the limitations of Section 4, the Company before transferring this shall from time to time register the transfer of the Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention records to do sobe maintained by it for that purpose, describing briefly the manner of any proposed transfer upon surrender of this Warrant Certificate duly endorsed or such accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the registered Holder or by the duly appointed legal representative thereof or by a duly authorized attorney; provided that this Warrant Holder’s intention as may be transferred only with respect to a minimum of 1,000,000 Warrant Shares per transfer. Subject to the disposition terms hereof, this Certificate may be exchanged for another certificate or certificates entitling the Holder to be made of shares purchase a like aggregate number of Warrant Stock issuable or issued upon Shares as the exercise hereof. For any proposed transfer other than a transfer Certificate surrendered then entitles the Holder to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, purchase; provided that each such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder new certificate shall be entitled in minimum denominations of 1,000,000 Warrant Shares. A Holder desiring to transfer exchange this Warrant, or to exercise this Warrant Certificate shall make such request in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice writing delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting and shall surrender, duly endorsed or accompanied (if so required by the aforesaid restrictions on Company) by a written instrument or instruments of transfer and disposition may be endorsed on in form satisfactory to the Company, this Warrant or the certificates for such sharesCertificate to be so exchanged. Notwithstanding the foregoing, upon Upon registration of transfer, the Company shall issue to the transferees and countersign a new Warrant Shares under Certificate or Certificates and deliver by certified mail such new Warrant Certificate or Certificates to the Securities Act, no such opinion persons entitled thereto. No service charge shall be requiredmade for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer.

Transfer and Exchange of Warrants. (a) The Warrant HolderAgent shall from time to time, subject to the limitations of Section 6, register the transfer of any outstanding Warrant upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the terms of this Agreement, each Warrant Certificate may be exchanged for another certificate or certificates entitling the Holder or Holders thereof to purchase a like aggregate amount of Membership Interests as the certificate or certificates surrendered then entitle each Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warranty Agent, the Warrant Certificate or Certificates to be so exchanged. (b) Upon registration of transfer, the Warrant Agent shall countersign and deliver by hand, by acceptance hereofcertified mail or by such other method as the Warrant Agent shall reasonably determine a new Warrant Certificate or Certificates to the persons entitled thereto. The Warrant Certificates may be exchanged at the option of the Holder thereof, agrees when surrendered at the office or agency of the Company maintained for such purpose, which initially will be the corporate trust office of the Warrant Agent in New York, New York, for another Warrant Certificate, or other Warrant Certificates of different denominations, of like tenor and representing in the aggregate the right to give written notice purchase a like amount of Membership Interests. (c) No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer. (d) Upon any Holder's surrender of a Warrant Certificate for registration of transfer of such LLC Warrants to Warrant Co., subject to Section 6, such transfer shall be registered in accordance with this Section 5 and the Holder's LLC Warrant shall be cancelled and a Warrant Co. LLC Warrant shall be issued to Warrant Co. in respect thereof, provided that such Holder and Warrant Co. certify to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of and the Warrant Holder, Agent that such transfer is solely for the purpose of exchanging a Corporate Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of corresponding thereto as contemplated by this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be requiredAgreement.

Transfer and Exchange of Warrants. The Warrant Holder, by acceptance Subject to the terms hereof, agrees to give the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrants hereunder in accordance with the written notice instructions of the Company. Subject to the Company before transferring this terms hereof and the receipt of such documentation as the Warrant or transferring Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any Warrant Stock issuable or issued outstanding Warrants upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued Register upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) surrender of the Warrant Holder, Certificate or Certificates evidencing such Warrant Holder shall also provide the Company with an opinion Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of counsel transfer in form reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt Agent, duly executed by the Company of such written notice and, for transfers registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of this Agreement, each Warrant Certificate may be exchanged for another Warrant Certificate or Certificates entitling the notice Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Holder Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the CompanyWarrant Agent, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may Warrant Certificate or Certificates to be endorsed on this Warrant or the certificates for such sharesso exchanged. Notwithstanding the foregoing, upon Upon registration of transfer, the Company shall issue and the Warrant Shares under Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the Securities Act, no such opinion persons entitled thereto. No service charge shall be requiredmade for any exchange or registration of transfer of a Warrant Certificate or of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp tax or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof.