Common use of Transfer, Division and Combination Clause in Contracts

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for Subject to the registration ofSecurityholders' Agreement, the Warrants are, and registration all rights thereunder are, transferable, in whole or in part, on the books of transfers ofthe Company to be maintained for such purpose, upon (a) surrender of a Warrant at the office of the Company maintained for such purpose pursuant to Section 12(d), together with a written assignment of such Warrant duly executed by the holder thereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer, and (b) a signed agreement by the assignee or assignees to become a party to the Securityholders' Agreement prior to the exercise of such Warrant, provided, that, if Warrants are transferred to any person or entity that is entitled to hold only Class A Common Shares, par value $0.01, of the Company ("Class A Common Shares") pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation or the Securityholders' Agreement then such transferred Warrants shall only be exercisable for Class A Common Shares. Upon such surrender and, if required, such payment, the Warrants. The Company shall, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and address in the denominations specified in such instrument of each holder of one or more Warrantsassignment, each transfer thereof and the name surrendered Warrant shall promptly be canceled. If and address of each transferee of one or more Warrants shall be registered when a Warrant is assigned in such register. Prior to due presentment for registration of transferblank, the person in whose name any Warrants Company may (but shall not be registered shall be deemed and treated obligated to) treat the bearer thereof as the absolute owner and holder thereof of such Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder A Warrant, if properly assigned in compliance with this Section 3, may be exercised by an assignee for the purchase of shares of Common Stock or Class A Common Stock, as the case may be, without having a new Warrant promptly issued. A Warrant may, be divided or combined with other Warrants upon request thereforpresentation at the aforesaid office of the Company, together with a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of Section 3preceding paragraph, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects exchange for the Warrant or Warrants to be identical divided or combined in accordance with this Warrantsuch notice. Upon receipt by The Company agrees to maintain at its aforesaid office books for the Company of evidence reasonably satisfactory to it registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions transfer restrictions set forth on the cover of Section 3this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part (but not in denominations such that a replacement Warrant is exercisable for a non-integral number of Warrant Shares), on the books of the Company to be maintained for such purpose, upon surrender of any this Warrant at the principal executive office or agency of the Company maintained for registration that purpose pursuant to § 10, together with a written assignment (in whole or in part) of transfer this Warrant duly executed by the Holder or exchange its agent or attorney. Upon such surrender the Company shall execute and deliver a new warrant or warrants in the name of the assignee or assignees (including, if such assignment is only a partial assignment by the Holder, in the name of the Holder), and each such warrant shall be identical in form and substance (including its date) to this Warrant except for the warrant number (which shall be as determined by the Company), the name of the named holder of the warrant (if an assignee of the Holder), and the actual number of Warrant Shares (each of which shall be as specified by the Holder), and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants upon presentation hereof (and thereof, in the case of a surrender for registration combination) at the aforesaid office or agency of transferthe Company, duly endorsed or accompanied by together with a written instrument of transfer duly executed notice specifying the names and denominations in which new warrants are to be issued, signed by the registered holder of Holder or its agent or attorney. Subject to compliance with the preceding paragraph as to any transfer which may be involved in such Warrant division or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one deliver a new warrant or more new Warrants (as requested by the holder thereof) warrants in exchange therefor, exercisable for the warrant or warrants to be divided or combined in accordance with such notice. Each such new warrant issued shall be issued in a denomination representing an aggregate integral number of Warrant Shares equal to as of the date of issuance of the new warrant (except if this Warrant represents a non- integral number of shares Warrant Shares then one new warrant may be issued for which a non-integral number of Warrant Shares). The Company shall pay all expenses and other charges payable in connection with the surrendered preparation, issuance and delivery of Warrants under this § 3. The holder of a Warrant is exercisable and issued to such person or persons as such holder may requestshall pay all taxes (other than any issuance taxes, which shall be paid by the Company) in connection with such issuance and delivery. The Company agrees to maintain, at the office or agency of the Company maintained for the purpose pursuant to § 10, books for the registration and transfer of the Warrant. Any Warrant or Warrants shall issued in all other respects be identical with replacement of this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is as a nominee forresult of combination, an original holderdivision, such person's own unsecured agreement transfer or partial exercise, shall bear the following legend: NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND THE HOLDER OF THIS WARRANT REPRESENTS AND WARRANTS THAT THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RELEASE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NO SALE, ASSIGNMENT, TRANSFER, GIFT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF SUCH WARRANT OR SHARES MAY BE MADE (i) EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND (ii) UNLESS (A) SUCH WARRANT OR SHARES ARE COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN EXEMPTION FROM SUCH A REGISTRATION IS AVAILABLE. The Holder shall not sell, convey or assign any Warrant Shares for a period of indemnity shall be deemed to be satisfactory), or (b) in the case one year following exercise of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated this Warrant.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration ofSubject to SECTION 11.04, and registration of transfers ofthis Warrant Certificate, the WarrantsWarrants evidenced hereby and all rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant Certificate at the office of the Company maintained for such purpose pursuant to SECTION 11.01, together with a written assignment of this Warrant Certificate (in substantially the form annexed hereto) duly executed by the Holder hereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable hereunder by the Holder hereof upon the making of such transfer. The name Upon such surrender and address of each holder of payment the Company shall, subject to SECTION 11.04 and the immediately following sentence, execute and deliver one or more Warrants, each transfer thereof and new Warrant Certificates in the name of the assignee or assignees and address of each transferee of one or more Warrants shall be registered in the denominations specified in such registerinstrument of assignment, and this Warrant Certificate shall promptly be canceled. Prior If and when this Warrant Certificate is assigned in blank (in case the restrictions on transferability referred to due presentment for registration of transferin SECTION 11.04 shall have been terminated), the person in whose name any Warrants Company may (but shall not be registered shall be deemed and treated obliged to) treat the bearer hereof as the absolute owner and holder thereof of this Warrant Certificate for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. This Warrant Certificate, if properly assigned in compliance with this SECTION 3 and SECTION 11.04, may be exercised by an assignee for the purchase of shares of Stock without having a new Warrant Certificate or Warrants issued. Each assignee, by accepting a new Warrant Certificate issued to such assignee or this Warrant Certificate assigned in blank, agrees to be bound by the restrictions on the transferability of the Warrants evidenced hereby set forth in this Warrant Certificate and the Warrant Agreement, and each such assignee shall execute a Joinder Agreement in the form attached hereto confirming that such assignee agrees to be bound by all the provisions of this Warrant Certificate and the Warrant Agreement applicable to Holders so long as he, she or it continues to own any of the Warrants or Warrant Shares, as the case may be, so transferred to such assignee. The Company shall give Warrants evidenced hereby may, subject to any holder SECTION 11.04, be divided or combined with other Warrants upon presentation of this Warrant Certificate at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the Holder hereof or its authorized agent or attorney. Subject to compliance with the provisions of Section 3next preceding paragraph and with SECTION 11.04, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall in all other respects be identical with this Warrant. Upon receipt by maintain at its aforesaid office books for the Company of evidence reasonably satisfactory to it registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for Subject to the registration ofSecurityholders' Agreement, the Warrants are, and registration all rights thereunder are, transferable, in whole or in part, on the books of transfers ofthe Company to be maintained for such purpose, upon (a) surrender of a Warrant at the office of the Company maintained for such purpose pursuant to Section 12(d), together with a written assignment of such Warrant duly executed by the holder thereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer, and (b) a signed agreement by the assignee or assignees to become a party to the Securityholders' Agreement prior to the exercise of such Warrant, provided, that, if Warrants are transferred to any person or entity that is entitled to hold only Class A Common Shares, par value $0.01, of the Company ("Class A Common Shares") pursuant to --------------------- the terms of the Company's Amended and Restated Certificate of Incorporation or the Securityholders' Agreement then such transferred Warrants shall only be exercisable for Class A Common Shares. Upon such surrender and, if required, such payment, the Warrants. The Company shall, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and address in the denominations specified in such instrument of each holder of one or more Warrantsassignment, each transfer thereof and the name surrendered Warrant shall promptly be canceled. If and address of each transferee of one or more Warrants shall be registered when a Warrant is assigned in such register. Prior to due presentment for registration of transferblank, the person in whose name any Warrants Company may (but shall not be registered shall be deemed and treated obligated to) treat the bearer thereof as the absolute owner and holder thereof of such Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder A Warrant, if properly assigned in compliance with this Section 3, may be exercised by an assignee for the purchase of shares of Common Stock or Class A Common Stock, as the case may be, without having a new Warrant promptly issued. A Warrant may, be divided or combined with other Warrants upon request thereforpresentation at the aforesaid office of the Company, together with a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of Section 3preceding paragraph, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects exchange for the Warrant or Warrants to be identical divided or combined in accordance with this Warrantsuch notice. Upon receipt by The Company agrees to maintain at its aforesaid office books for the Company of evidence reasonably satisfactory to it registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof Subject to compliance with any applicable securities laws and the name conditions set forth in Sections 1 and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed 7(e) hereof and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 34.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of any this Warrant at the principal executive office of the Company for registration Company, together with the written Assignment Form of transfer or exchange (and this Warrant substantially in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer form attached hereto duly executed by the registered holder Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of transfer. Upon such Warrant or part thereof)surrender and, if required, such payment, the Company shall execute and deliverdeliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, at and shall issue to the Company's expenseassignor a new Warrant evidencing the portion of this Warrant not so assigned, one or more and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new Warrants (as requested by holder for the holder thereof) in exchange therefor, exercisable for an aggregate number purchase of Warrant Shares equal without having a new Warrant issued. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the number of shares for Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the surrendered Warrant is exercisable Company shall execute and issued to such person or persons as such holder may request, which deliver a new Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by exchange for the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction Warrant or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed Warrants to be satisfactory)divided or combined in accordance with such notice. The Company shall prepare, or (b) in the case of mutilation, upon surrender issue and cancellation thereof, the Company deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver, deliver to the Company an investment letter in lieu thereof, a new Warrant identical form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in all respects to such lost, stolen, destroyed or mutilated WarrantRule 501(a) promulgated under the Securities Act.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof (a) Subject to compliance with any applicable securities laws and the name conditions set forth in Sections 1 and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed 7(e) hereof and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 34.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of any this Warrant at the principal executive office of the Company for registration Company, together with a written assignment of transfer or exchange (and this Warrant substantially in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer form attached hereto duly executed by the registered holder Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of transfer. Upon such Warrant or part thereof)surrender and, if required, such payment, the Company shall execute and deliverdeliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. (b) This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. (c) The Company shall prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7. (d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants. (e) If, at the Company's expensetime of the surrender of this Warrant in connection with any == ============================================================ transfer of this Warrant, one the transfer of this Warrant shall not be registered ================================================================================ pursuant to an effectiveregistration statement under the Securities Act and =========================== ===================================== under applicable state securities or more new Warrants blue sky laws, the Company may require, as ================================================================================ a condition of allowing such transfer (i) that the Holder or transferee of this ================================================================================ Warrant, as requested by the case may be, furnish to the Company a written opinion of counsel ================================================================================ (which opinion shall be in form, substance and scope customary for opinions of ================================================================================ counsel in comparable transactions) to the effect that such transfer may be made ================================================================================ without registration under the Securities Act and under applicable state ======= ================================================== securities or blue sky laws, (ii) that the holder thereofor transferee execute and ================================================================================ deliver to the Company an investment letter in form and substance acceptable to ================================================================================ the Company and (iii) that the transferee be an "accredited investor" as defined ================================================================================ in exchange thereforRule 501(a)(1), exercisable for an (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the ================================================================================ Securities Act or a qualified institutional buyer as defined in Rule 144A(a) ================================================================================ under the Securities Act. =========================== 8. No Rights as Shareholder until Exercise. This Warrant does not entitle ----------------------------------------- the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate number Exercise Price (or by means of a cashless exercise), the Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable so purchased shall be and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects issued to such lost, stolen, destroyed Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or mutilated Warrantpayment. 9.

Transfer, Division and Combination. The Company This Warrant may be transferred without the written consent of the Company. Any Warrants issued upon the transfer of this Warrant shall keep at its principal executive office a register for the registration of, be numbered and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such registerWarrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. Prior This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to due presentment for transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person in whose name any Warrants shall be registered shall be deemed and treated as entitled thereto. Notwithstanding the owner and holder thereof for all purposes hereofforegoing, and the Company shall not have no obligation to cause Warrants to be affected by transferred on its books to any notice or knowledge person if, in the opinion of counsel to the contraryCompany, such transfer does not comply with the provisions of the Securities Act and the rules and regulations thereunder. This Warrant may be divided or combined with other warrants of like tenor and representing in the aggregate a like amount, upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. The Company shall give pay all expenses in connection with the preparation, issue and delivery of Warrants under this Section 12. The Company agrees to any holder of a Warrant promptly upon request therefor, a complete and correct copy maintain at its aforesaid office books for the registration of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act or applicable state law. The Holder agrees, by acceptance of this Warrant, (i) that no sale, transfer or distribution of this Warrant or the Warrant Shares shall be made except in compliance with the Securities Act and the rules and regulations promulgated thereunder, including, without limitation, any applicable prospectus delivery requirements and (ii) that if distribution of this Warrant or any Warrant Shares is proposed to be made by it otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Securities Act, such action shall be taken only after submission to the Company shall keep of an opinion of counsel, reasonably satisfactory in form and substances to the Company's counsel, to the effect that the proposed distribution will not be in violation of the Securities Act or applicable state law. If the Company reasonably determines that the proposed assignment is permitted pursuant to the provisions hereof, upon surrender by the Holder of this Warrant to the Company at its principal executive office a register for with the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, Assignment Form attached hereto duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)completed, the Company shall register the assignment of this Warrant in accordance with the information contained in the Assignment Form and execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it name of the ownership of and the lossassignee or assignees named in such Assignment Form (and, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereofapplicable, a new Warrant identical in the name of the Holder evidencing any remaining portion of the Warrant not theretofore exercised, transferred or assigned) and this Warrant shall promptly be canceled. Conditions to the transfer of this Warrant or any portion thereof shall be that the proposed transferee deliver to the Company his or its written agreement to accept and be bound by all respects to such lost, stolen, destroyed of the terms and conditions of this Warrant. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or mutilated Warrantexchanged.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration ofThis Warrant and all rights hereunder are transferable (i) only to Permitted Transferees, (ii) in whole or in part, and registration (iii) on the books of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not to be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3maintained for such purpose, upon surrender of any this Warrant at the principal executive office or agency of the Company maintained for registration the purpose pursuant to Section 11, together with a written assignment (in whole or in part) of transfer this Warrant duly executed by the Holder or exchange its agent or attorney. Upon surrender the Company shall execute and deliver a new warrant or warrants in the name of the assignee or assignees (including, if such assignment is only a partial assignment by the Holder, in the name of the Holder), and each such warrant shall be identical in form and substance (including its date) to this Warrant except for the warrant number (which shall be as determined by the Company), the name of the named holder of the warrant (if an assignee of the Holder), and the actual number of Shares (each of which shall be as specified by the Holder), and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants upon presentation hereof (and thereof, in the case of a surrender for registration combination) at the aforesaid office or agency of transferthe Company, duly endorsed or accompanied by together with a written instrument of transfer duly executed notice specifying the names and denominations in which new warrants are to be issued, signed by the registered holder of Holder or its agent or attorney. Subject to compliance with the preceding paragraph as to any transfer which may be involved in such Warrant division or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliverdeliver a new warrant or warrants in exchange for the warrant or warrants to be divided or combined in accordance with such notice. The Company shall pay all expenses and other charges payable in connection with the preparation, issuance and delivery of Warrants under this Section 3. The holder of a Warrant shall pay all taxes (other than any stamp or like taxes, which shall be paid by the Company) in connection with such issuance and delivery. The Company agrees to maintain, at the Company's expense, one office or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number agency of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory maintained for the purpose pursuant to it Section 11, books for the registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Subject to Section 10, ---------------------------------- this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 16, together with a written assignment of this Warrant duly executed by the holder hereof or its principal executive office agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment the Company shall, subject to Section 10, execute and deliver a register for new Warrant or Warrants in the registration ofname of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be cancelled. If and when this Warrant is assigned in blank (in case the restrictions on transferability in Section 10 shall have been terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give This Warrant, if properly assigned in compliance with this Section 3 and Section 10, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to any holder Section 10, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of preceding paragraph and with Section 310, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall in pay all expenses, taxes (other respects be identical with this Warrant. Upon receipt than income taxes, if any, of the transferee) and other charges incurred by the Company in the performance of evidence reasonably satisfactory its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3. The Company agrees to it maintain at its aforesaid office books for the registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Subject to SECTION 6, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to SECTION 12, together with a written assignment substantially in the form of the assignment form attached to this Warrant duly executed by the Holder hereof or its principal executive office agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment the Company shall, subject to SECTION 6, execute and deliver a register for new Warrant or Warrants in the registration ofname of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be canceled. If and when this Warrant is assigned in blank (in case the restrictions on transferability in SECTION 6 shall have been terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give This Warrant, if properly assigned in compliance with this SECTION 3 and SECTION 6, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to any holder SECTION 6, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with the provisions of Section 3preceding paragraph and with SECTION 6, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. Except as otherwise provided in this SECTION 3 or SECTION 6, the Company shall in pay all expenses, taxes and other respects be identical with this Warrant. Upon receipt charges incurred by the Company in the performance of evidence reasonably satisfactory its obligations in connection with the preparation, issuance and delivery of Warrants under this SECTION 3. The Company agrees to it maintain at its aforesaid office books for the registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration of, and registration of transfers of, the of Warrants. The name and address of each holder of one or more Warrants, Warrants and each transfer permitted transferee thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of a permitted transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Common Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory)it, or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Subject to Section 10, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 15, together with a written assignment in the form attached as Exhibit B hereto duly executed by the holder hereof or its principal executive office agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment the Company shall, subject to Section 10, execute and deliver a register for new Warrant or Warrants in the registration ofname of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be canceled. If and when this warrant is assigned in blank (in case the restrictions on transferability in Section 10 shall have been terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give This Warrant, if properly assigned in compliance with this Section 3 and Section 10, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to any holder Section 10, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of preceding paragraph and with Section 310, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall in pay all expenses, taxes and other respects be identical with this Warrant. Upon receipt charges incurred by the Company in the performance of evidence reasonably satisfactory its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3. The Company agrees to it maintain at its aforesaid office books for the registration and transfer of the ownership of and the lossWarrants; provided, thefthowever, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliverhave the right to appoint a reputable, in lieu thereof, a new Warrant identical in all respects licensed financial institution to such lost, stolen, destroyed or mutilated Warrantact as warrant agent hereunder upon notice to the Holders.

Transfer, Division and Combination. The Subject to Section 9, ---------------------------------- this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 14, together with a written assignment in the form set out at the end of this Warrant duly executed by the holder hereof or its principal executive office agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment the Company shall, subject to Section 9, execute and deliver a register for new Warrant or Warrants in the registration ofname of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be canceled. If and when this Warrant is assigned in blank (in case the restrictions on transferability in Section 9 shall have been terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give This Warrant, if properly assigned in compliance with this Section 3 and Section 9, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to any holder Section 9, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of preceding paragraph and with Section 39, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall in pay all expenses, taxes and other respects be identical with this Warrant. Upon receipt charges incurred by the Company in the performance of evidence reasonably satisfactory its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3. The Company agrees to it maintain at its aforesaid office books for the registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company shall keep at its principal executive office a register for the registration of, and registration of transfers of, the of Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Subject to Section 9, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 13, together with (a) a written assignment in the form set out at the end of this Warrant duly executed by the Holder hereof or its principal executive office agent or attorney, (b) a register for copy of the registration ofPurchase Agreement duly executed by an authorized representative of the transferee (substantially in the form executed by the Holder or in such other form as reasonably acceptable to counsel to the Company) and (c) payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender, execution and payment, the Company shall, subject to Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be canceled. If and when this Warrant is assigned in blank (in case the restrictions on transferability in Section 9 shall have been terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give This Warrant, if properly assigned in compliance with this Section 3 and Section 9, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to any holder Section 9, be divided upon presentation at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of preceding paragraph and with Section 39, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant to be divided or combined in accordance with such notice. The Company shall in pay all expenses, taxes (other respects be identical with this Warrant. Upon receipt than federal, state, local or foreign income taxes) and other charges incurred by the Company in the performance of evidence reasonably satisfactory its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3. The Company agrees to it maintain at its aforesaid office books for the registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Subject to SECTION 9, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose upon surrender of this Warrant at its principal executive the office a register or agency of the Company maintained for the registration ofpurpose pursuant to SECTION 12, together with a written assignment of this Warrant duly executed by the holder hereof or his agent or attorney. Upon such surrender, the Company shall, subject to SECTION 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be cancelled. If and when this Warrant is assigned in blank (in case the restriction on transferability in SECTION 9 shall have terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company A Warrant, if properly assigned in compliance with SECTION 9, may be exercised by a new holder for the purchase of shares of Common Stock as the new holder shall give designate, without having a new Warrant issued. This Warrant may, subject to any holder SECTION 9, be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder thereof or his agent or attorney. Subject to compliance with the provisions of Section 3preceding paragraph and with SECTION 9, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall pay all expenses, taxes (excluding transfer taxes) and other charges payable in all other respects be identical connection with the preparation, issue and delivery of Warrants under this WarrantSection. Upon receipt by The Company agrees to maintain, at such office or agency, books for the Company of evidence reasonably satisfactory to it registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company This Warrant may be transferred without the written consent of the Company. Any Warrants issued upon the transfer of this Warrant shall keep at its principal executive office a register for the registration of, be numbered and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such registerWarrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. Prior This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to due presentment for transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person in whose name any Warrants shall be registered shall be deemed and treated as entitled thereto. Notwithstanding the owner and holder thereof for all purposes hereofforegoing, and the Company shall not have no obligation to cause Warrants to be affected by transferred on its books to any notice or knowledge person if, in the opinion of counsel to the contraryCompany, such transfer does not comply with the provisions of the Securities Act and the rules and regulations thereunder. This Warrant may be divided or combined with other warrants of like tenor and representing in the aggregate a like amount, upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. The Company shall give pay all expenses in connection with the preparation, issue and delivery of Warrants under this Section 11. The Company agrees to any holder of a Warrant promptly upon request therefor, a complete and correct copy maintain at its aforesaid office books for the registration of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Subject to Section ---------------------------------- 10, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 15, together with a written assignment in the form set out at the end of this Warrant duly executed by the holder hereof or its principal executive office agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Upon such surrender and payment the Company shall, subject to Section 10, execute and deliver a register for new Warrant or Warrants in the registration ofname of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be canceled. If and when this Warrant is assigned in blank (in case the restrictions on transferability in Section 10 shall have been terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give This Warrant, if properly assigned in compliance with this Section 3 and Section 10, may be exercised by an assignee for the purchase of shares of Common Stock without having a new Warrant issued. This Warrant may, subject to any holder Section 10, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or its agent or attorney. Subject to compliance with the provisions of preceding paragraph and with Section 310, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall in pay all expenses, taxes and other respects be identical with this Warrant. Upon receipt charges incurred by the Company in the performance of evidence reasonably satisfactory its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3. The Company agrees to it maintain at its aforesaid office books for the registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.

Transfer, Division and Combination. The Company shall keep maintain at its principal executive office a register for the registration of, and registration of transfers of, the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Warrant promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Warrants. Subject to the provisions of Section 3, upon surrender of any Warrant at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof), the Company shall execute and deliver, at the Company's expense, one or more new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants shall in all other respects be identical with this Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated Warrant.

Transfer, Division and Combination. The Subject to SECTION 9, this Warrant and all rights hereunder are transferable, in whole or in part, on the books of the Company shall keep to be maintained for such purpose, upon surrender of this Warrant at its principal executive the office a register or agency of the Company maintained for the registration ofpurpose pursuant to SECTION 12, together with a written assignment of this Warrant duly executed by the holder hereof or his agent or attorney. Upon such surrender, the Company shall, subject to SECTION 9, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and registration of transfers ofthis Warrant shall promptly be cancelled. If and when this Warrant is assigned in blank (in case the restriction on transferability in SECTION 9 shall have terminated), the Warrants. The name and address of each holder of one or more Warrants, each transfer thereof and Company may (but shall not be obliged to) treat the name and address of each transferee of one or more Warrants shall be registered in such register. Prior to due presentment for registration of transfer, the person in whose name any Warrants shall be registered shall be deemed and treated bearer hereof as the absolute owner and holder thereof of this Warrant for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company A Warrant, if properly assigned in compliance with SECTION 9, may be exercised by a new holder for the purchase of shares of Common Stock as the new holder shall give designate, without having a new Warrant issued. This Warrant may, subject to any holder SECTION 9, be divided or combined with other Warrants upon presentation hereof at the aforesaid office or agency of the Company, together with a Warrant promptly upon request therefor, a complete and correct copy of written notice specifying the names and addresses of all registered holders of Warrantsdenominations in which new Warrants are to be issued, signed by the holder hereof or his agent or attorney. Subject to compliance with the provisions of Section 3preceding paragraph and with SECTION 9, upon surrender of as to any Warrant at the principal executive office of the Company for registration of transfer which may be involved in such division or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Warrant or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Warrant or part thereof)combination, the Company shall execute and deliver, at the Company's expense, one or more deliver a new Warrants (as requested by the holder thereof) in exchange therefor, exercisable for an aggregate number of Warrant Shares equal to the number of shares for which the surrendered Warrant is exercisable and issued to such person or persons as such holder may request, which Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Company shall pay all expenses, taxes (excluding transfer taxes) and other charges payable in all other respects be identical connection with the preparation, issue and delivery of Warrants under this WarrantSection. Upon receipt by The Company agrees to maintain, at such office or agency, books for the Company of evidence reasonably satisfactory to it registration and transfer of the ownership of and the loss, theft, destruction or mutilation of any Warrant, and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Warrant is, or is a nominee for, an original holder, such person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver, in lieu thereof, a new Warrant identical in all respects to such lost, stolen, destroyed or mutilated WarrantWarrants.