Common use of Transfer of Warrants Clause in Contracts

Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities laws.

Transfer of Warrants. The Holder of a Warrant CertificateUnderwriter Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole the (other than by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view will or pursuant to the distribution thereof laws of descent and will not transfer such Warrantsdistribution), except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of the Holder upon written request to the Company delivered in accordance with Section 12 hereof Underwriter and thereafter only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Underwriter Warrant or Underwriter Warrants to the persons entitled thereto. The Underwriter Warrants may be exchanged at the option of the Holder thereof for another Underwriter Warrant, or other Warrants Underwriter Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Underwriter Warrants to be transferred on its books to any person, person if such transfer would violate the Securities Act or applicable state securities lawsof 1933, as amended (the "Act").

Transfer of Warrants. The Holder of a (a) A Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged transferred at the option of the Holder thereof upon (i) if evidenced by a Warrant Certificate, surrender of such Warrant Certificate to the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for other transfer, or (ii) if not so evidenced, delivery to the Warrant Agent, properly endorsed written instructions for transfer, in either case, all in a form satisfactory to the Company and the Warrant Agent (which, in the case of Warrants evidenced by a Warrant Certificate, shall be in the form set forth on the reverse of, or attached to, such Warrant Certificate and in the case of different denominationsWarrants not evidenced by a Warrant Certificate, a notice containing substantially the same information required by such form). Upon any such registration of like tenor transfer, if so requested, the Company shall execute, and representing the Warrant Agent shall countersign and deliver, as provided in Section 2.2, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate the right to purchase a like number of shares unexercised Warrants. (b) Upon surrender at the stock transfer division of Common Stock upon surrender the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in a form reasonably satisfactory to the Company and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided, that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 2.2, in the name of the Holder of such Warrant Certificates, the new Warrant Certificates. (c) The Warrant Agent shall keep or cause to be kept, at its duly stock transfer division, books in which it shall register Warrants and transfers, exchanges, exercises and cancellations of outstanding Warrants and Warrant Certificates (the “Warrant Register”). Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 2.3, if so requested, an authorized agentofficer of the Warrant Agent shall countersign and deliver the Warrant Certificates that the Holder making the transfer or exchange is entitled to receive. The Until a Warrant is transferred in the Warrant Register, the Company and the Warrant Agent may treat the Person in whose name the Warrant is registered as the absolute owner thereof and of the Warrants represented by the Warrant Certificates for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. (d) No service charge shall be made for any transfer or exchange of Warrants, but the Company may require payment of a sum sufficient to cover all taxes and any stamp or other tax or governmental charges charge that may be imposed in connection with any voluntary transfer, exchange such transfer or other disposition of exchange. The Warrant Agent shall promptly forward any such sum collected by it to the Warrants. Notwithstanding the foregoing, Company or to such Persons as the Company shall specify by written notice. The Warrant Agent shall have no duty or obligation to cause Warrants to be transferred on its books to any person, if under this Section unless and until it is satisfied that all such transfer would violate the Securities Act or applicable state securities lawstaxes and/or governmental charges have been paid.

Transfer of Warrants. The Holder (a) All of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository. Except as provided for in Section 1.03(b) hereof, no person acquiring Warrants with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, by or (ii) institutions that have accounts with the Depository (such institution, with respect to a Warrant in its acceptance thereofaccount, acknowledges a “Participant”). (b) If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are "restricted securities" which not eligible for, or it is no longer necessary to have not been registered under the Securities Act of 1933Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A with appropriate insertions, modifications and omissions, as amended provided above. (c) Prior to the "Securities Act")Detachment Date, Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and represents that only for the Warrants are being acquired as an investment and not with purpose of effecting, or in conjunction with, a view transfer or exchange of such Unit. Furthermore, prior to the distribution thereof Detachment Date, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrant included in such Unit. From and will not transfer such Warrantsafter the Detachment Date, except to bona fide officers, directors, shareholders, principals, employees or registered representatives this Section 1.03(c) shall be of no further force and effect. (d) A Warrant Certificate may be transferred at the option of the Holder thereof upon surrender of such Warrant Certificate at the stock transfer division of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written request instructions for transfer, all in form satisfactory to the Company delivered and the Warrant Agent; provided, however, that except as otherwise provided herein or in accordance with Section 12 hereof any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and upon delivery only to the Depository, to another nominee of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representativeDepository, to a successor depository, or accompanied by proper evidence to a nominee of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretiona successor depository. Upon any such registration of transfer, the Company shall deliver execute, and the Warrant Agent shall countersign and deliver, as provided in Section 1.02, in the name of the designated transferee a new Warrant Certificate or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option Warrant Certificates of the Holder thereof for other Warrants of different denominations, of like tenor and representing any authorized denomination evidencing in the aggregate the right to purchase a like number of shares of Common Stock unexercised Warrants. (e) After the Detachment Date, upon surrender at the stock transfer division of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to the Company and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided, that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 1.02, in the name of the Holder of such Warrant Certificates, the new Warrant Certificates. (f) The Warrant Agent shall keep, at its duly stock transfer division, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates in accordance with Section 1.02 and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates. Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 1.03, an authorized agent. The officer of the Warrant Agent shall countersign and deliver the Warrant Certificates that the Holder making the transfer or exchange is entitled to receive. (g) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover all taxes and any stamp or other tax or governmental charges charge that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsexchange.

Transfer of Warrants. The Holder Warrants may not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view except to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees officers or registered representatives partners of the Holder upon written request Representative, and subject to applicable federal and state securities law, and only on the books of the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representativesrepresentative, duly authenticated evidence of their authority shall be produced, produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or new Warrants to the persons entitled thereto. The Warrants A Warrant may be exchanged at the option of the Warrant Holder thereof for another Warrant, or other Warrants Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants a Warrant to be transferred on its books to any person, if such transfer would violate person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act or of 1933, as amended (the "Act"), and applicable state securities lawslaw, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Holder (a) Subject to subsection 2.9(b) below and such reasonable requirements as the Trustee may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Warrantholder (or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Trustee) only upon the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting the requirements set forth above, the Trustee shall issue to the transferee a Warrant Certificate representing the Warrants transferred. (b) No transfer of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended shall be valid (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Trustee may prescribe, such transfer is recorded on the register maintained by the Trustee pursuant to subsection (a) of this Section 12 hereof and upon delivery of 2.9, (iii) unless such registration shall be noted on the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representativeTrustee, or accompanied by proper evidence of succession, assignment or authority to transfer. In and (iv) until all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians governmental or other legal representatives, duly authenticated evidence charges arising by reason of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. such transfer have been paid. (c) The Warrants may not be exchanged at offered, sold or transferred in the option United States or to or for the account or benefit of a U.S. Person unless an exemption from registration under the 1933 Act and applicable state securities laws is available and the Warrantholder has presented to the Corporation evidence of the Holder thereof for other Warrants availability of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender exemption satisfactory to the Company or its duly authorized agent. The Company Corporation. (d) Warrants bearing the legend set forth in Section 2.11 may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to not be transferred on its books except pursuant to any person, if such transfer would violate registration or compliance with exemptions therefrom under the Securities 1933 Act or and all applicable state securities laws, and the Trustee agrees not to register any transfer of the Warrants so legended unless, in addition to the other requirements set forth herein: (i) the Warrantholder has executed and delivered to the Trustee a declaration in the form attached as Schedule B hereto (or as the Corporation may otherwise prescribe) to the effect that the transfer is being made pursuant to Rule 904 of Regulation S under the 1933 Act, and in such case the Warrant Certificate issued to the transferee shall not include the legend set forth in Section 2.10 unless the Corporation has, prior to the issuance thereof, informed the Trustee that it has ceased to be a “foreign issuer” as defined in Rule 902 under the 1933 Act; or (ii) the Warrantholder has delivered to the Trustee and the Corporation an opinion of counsel to the effect that the transfer is in compliance with the requirements of the 1933 Act and all applicable state securities laws, and the Corporation has confirmed in writing to the Trustee that such opinion is satisfactory to the Corporation, and in such case the Warrant Certificate issued to the transferee shall include the legend set forth in Section 2.11 unless such opinion states that the legend is no longer required; or (iii) the Corporation has confirmed in writing to the Trustee that it has received other evidence satisfactory to it that the transfer is in compliance with the requirements of the 1933 Act and all applicable state securities laws, and has instructed the Trustee regarding the inclusion or omission of the legend set forth in Section 2.11 on the Warrant Certificate issued to the transferee.

Transfer of Warrants. The Holder Subject to compliance with state and federal securities laws and the terms and conditions hereof, Boeing shall have the right to sell, transfer, negotiate, assign or grant participation in all or any part of a Boeing's rights and obligations under this Warrant Agreement or under any Warrant Certificate, by its acceptance thereof, acknowledges that . The Warrant Certificates shall be transferable on the Warrants are "restricted securities" which have not been registered under books of the Securities Act of 1933, as amended Company (the "Securities ActWarrant Register"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and ) only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant Certificate or Warrants Warrant Certificates to the persons person entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants Warrant Certificates to be transferred on its books to any person, if person unless the Holder of such transfer would violate Warrant Certificates shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), in accordance with the provisions of Section 11 of this Warrant Agreement. The text of each new Warrant Certificate issued under Sections 3 or applicable state securities laws4 and of the form of election to purchase shares shall be as set forth in Exhibits A and B hereto and shall be exchanged and transferred and subject to adjustment in the same manner as if such new Warrant Certificate were the original Warrant Certificate issued to the Holder. Any Holder who transfers Warrants shall be responsible for and pay all costs and expenses associated with such transfer of Warrants to its transferee.

Transfer of Warrants. The Holder (a) Subject to subsection 2.9(b), 2.9(c) and 2.9(d) below and such reasonable requirements as the Trustee may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Warrantholder (or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Trustee) only upon the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting such reasonable requirements as the Trustee may prescribe, the Trustee shall issue to the transferee a Warrant Certificate representing the Warrants transferred. For clarity, the Trustee shall not be responsible to determine compliance with securities legislation or requirements of regulatory authorities (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Warrant) and such determination shall be the responsibility solely of the person requesting the transfer. (b) No transfer of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended shall be valid (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Trustee may prescribe, such transfer is recorded on the register maintained by the Trustee pursuant to subsection (a) of this Section 12 hereof and upon delivery of 2.9, (iii) unless such registration shall be noted on the Warrant Certificate duly endorsed by the Holder Trustee, and (iv) until all governmental or other charges arising by his duly authorized attorney reason of such transfer have been paid. (c) A Global Warrant may not be transferred, in whole or representativein part, to any person other than the Depository or accompanied by proper evidence of succession, assignment a nominee or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy any successor thereof, duly certifiedand no such transfer to any such other person may be registered; provided that the foregoing shall not prohibit any transfer of a Warrant that is issued in exchange for a Global Warrant but is not itself a Global Warrant. No transfer of a Warrant to any person shall be effective under this Indenture or the Warrants unless and until such Warrant has been registered in the name of such person. Notwithstanding any other provisions of this Indenture or the Warrants, transfers of a Global Warrant, in whole or in part, shall be deposited made only in accordance with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly this Section 2.9(c). (d) The provisions below shall apply only to Global Warrants: (i) Each Global Warrant authenticated evidence of their authority under this Indenture shall be producedregistered in the name of the Depository or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor. (ii) Notwithstanding any other provisions of this Indenture or the Warrants, a Global Warrant shall not be exchanged in whole or in part for a Warrant registered, and may no transfer of a Global Warrant in whole or in part shall be required to be deposited with registered, in the Company in its discretion. Upon name of any registration of transfer, person other than the Company shall deliver Depository or one or more nominees thereof; provided that a new Global Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at for Warrants registered in the option names of any person designated by the Depository in the event that (A) the Depository has notified the Corporation that it is unwilling or unable to continue as Depository for such Global Warrant (B) such Depository has ceased to be a clearing agency or otherwise ceases to be eligible to be a depository, and a successor depository is not appointed by the Corporation within 90 days after receiving such notice or becoming aware that the Depository has ceased to be a clearing agency or otherwise ceases to be eligible to be a depository or (C) the Corporation has determined, in its sole discretion, to terminate the Book-Based System in respect of such Global Warrant and has communicated such determination to the Trustee in writing. Any Global Warrant exchanged pursuant to subclause (A), (B) or (C) above shall be so exchanged in whole and not in part. Any Warrant issued in exchange for a Global Warrant or any portion thereof shall be a Global Warrant; provided further that any such Warrant so issued that is registered in the name of a person other than the Depository or a nominee thereof shall not be a Global Warrant but shall be a Definitive Warrant. (iii) Warrants issued in exchange for a Global Warrant or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate amount equal to that of such Global Warrant or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depository shall designate. Any Global Warrant to be exchanged in whole shall be surrendered by the Depository to the Trustee, as Registrar. With regard to any Global Warrant to be exchanged in part, the amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of a notation made on the Global Warrant as authenticated by the Trustee and an appropriate adjustment made on the records of the Holder thereof for Depository and the Trustee. (iv) Subject to clause (vi) of this Section 2.9(d), the registered holder may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Warrants. (v) In the event of the occurrence of any of the events specified in clause (ii) of this Section 2.9(d), the Corporation will promptly make available to the Trustee a reasonable supply of Definitive Warrants in definitive, fully registered form. (vi) Neither Agent Members nor any other Warrants of different denominations, of like tenor and representing persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Warrant registered in the aggregate name of the right to purchase a like number of shares of Common Stock upon surrender to Depository or any nominee thereof, or under any such Global Warrant, and the Company Depository or its duly authorized agent. The Company such nominee, as the case may require payment of a sum sufficient to cover all taxes and other governmental charges that be, may be imposed in connection with treated by the Corporation, the Trustee and any voluntary transfer, exchange or other disposition Agent of the WarrantsCorporation or the Trustee as the absolute owner and holder of such Global Warrant for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company shall have no obligation to cause Warrants to be transferred on its books Corporation, the Trustee or any Agent of the Corporation or the Trustee from giving effect to any personwritten certification, proxy or other authorization furnished by the Depository or such nominee, as the case may be, or impair, as between the Depository, its Agent Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such persons governing the exercise of the rights of a holder of any Warrant. (vii) At such time as all interests in a Global Warrant have been exercised, cancelled or exchanged for Definitive Warrants, such Global Warrant shall, upon receipt thereof, be cancelled by the Trustee in accordance with Applicable Procedures and instructions existing between the Depository and the Trustee, subject to Section 3.5 of this Indenture. At any time prior to such cancellation, if any interest in a Global Warrant is exercised, cancelled or exchanged for Definitive Warrants, the amount of such transfer would violate Global Warrant shall, in accordance with the Securities Act or applicable state securities lawsApplicable Procedures and instructions existing between the Depository and the Trustee, be appropriately reduced, and an endorsement shall be made on such Global Warrant, by the Trustee to reflect such reduction.

Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 10 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities laws.

Transfer of Warrants. The Holder (1) No transfer of a Warrant Certificate, by its acceptance thereof, acknowledges that will be valid unless entered on the Warrants are "restricted securities" which have not been registered under the Securities Act register of 1933, as amended (the "Securities Act"transfers referred to in subsection 3.2(1), and represents that the Warrants are being acquired as an investment and not with a view upon surrender to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly endorsed completed and executed Transfer Form as attached to the Warrant Certificate executed by the Holder registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, and, upon compliance with the conditions herein and such reasonable requirements as the Warrant Agent may prescribe, including compliance with all applicable securities legislation, such transfer will be recorded on the register of transfers by the Warrant Agent. Notwithstanding the foregoing, if the Warrants are Uncertificated Warrants, the provisions of Section 3.2(4) shall apply. (2) The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.3(1) and upon compliance with all other conditions in respect thereof required by this Indenture or by his duly authorized attorney applicable law, be entitled to be entered on the register of holders referred to in subsection 3.2(1) as the owner of such Warrant free from all equities or representativerights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (3) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or accompanied enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.2(1), if such transfer would constitute a violation of the securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable securities legislation unless otherwise notified in writing by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case The Warrant Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Warrants or any Common Shares issuable upon the exercise thereof provided such issue, exercise or transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited is effected in accordance with the Company terms of this Warrant Indenture. (4) If a Warrant Certificate tendered for transfer bears the legend set forth in its discretion. Upon any registration of transfersubsection 2.9(2), the Company Warrant Agent shall deliver a new not register such transfer unless the transferor has provided the Warrant or Warrants to Agent with the persons entitled thereto. The Warrants may be exchanged at Warrant Certificate and complies with the option requirements of the Holder thereof said subsection 2.9(2). (5) If the Warrant Certificate tendered for other Warrants of different denominationstransfer does not bear the legend set forth in subsection 2.9(2), of like tenor the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and representing a completed and executed transfer form in the aggregate form included in the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrant Certificate. Notwithstanding the foregoing, the Company Warrant Agent shall have no obligation to cause Warrants to be transferred on its books to any person, if not register such transfer would violate if the Securities Act Warrant Agent has reason to believe that the transferee is a person in the United States or applicable state securities lawsa U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.

Transfer of Warrants. The Holder Warrants may not be transferred or pledged other than: (a) to the Warrantholder, an Affiliate (as such term is defined in the Registration Rights Agreement) of a Warrant CertificateWarrantholder, or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by its acceptance thereofthe Warrantholder in a transaction not involving a disposition for value or to any investment fund or other entity controlled or managed by the Warrantholder or under common control with the Warrantholder, acknowledges (or, if the Warrantholder is an investment company registered under the U.S. Investment Company Act of 1940, as amended (a “Mutual Fund”), pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended), or to any partner, member or shareholder or former partner, member or shareholder of the Warrantholder, or (b) to a third party which would be holding, as the result of the transfer, Warrants representing the right to acquire at least 10,000,000 Shares, or if less, all of the Warrants held by the transferor (pledgor); or (c) pursuant to an effective registration statement under the Securities Act, or pursuant to Rule 144 under the Securities Act or any other exemption from registration under the Securities Act; and provided that in each case: i. such transfer of Warrants is made in compliance with these Terms and Conditions, applicable securities laws, and all requirements of regulatory authorities, and in connection therewith the Company may require that the Warrants are "restricted securities" which have transferring Warrantholder deliver to the Company an opinion of counsel in a form reasonably satisfactory to the Company to the effect that registration under the Securities Act or qualification under the securities laws of any state is not been registered required in connection with any such transfer; provided, however, that the Company shall not require such legal opinion for transfers made by Offshore Investors to persons outside of the U.S. in compliance with Regulation S (“Offshore Transfers”); ii. the holder of the Warrant to be transferred or pledged must, prior to transfer or pledge of the Warrant, deliver to the Company: (a) the original Warrant Certificate (or an indemnity in a form satisfactory to the Company (acting reasonably) in the event that the Warrant Certificate is lost or destroyed); (b) a duly executed Warrant Assignment in the form of Exhibit (A); and (c) an Accredited Investor Certification certifying the “accredited investor” status under the Securities Act of 1933, as amended the transferee or pledgee in the form set out in Exhibit (B-1) or an Offshore Investor Certification in the "Securities Act"form set out in Exhibit (B-2), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the ; and iii. each Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representativetransferred as above provided, or accompanied by proper evidence of succession, assignment or authority other than with respect to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certifiedOffshore Transfers, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company bear an appropriate restrictive legend as set forth in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsSection 2.15.

Transfer of Warrants. 3.1 The Holder Representative Warrants may not be sold, assigned, transferred, pledged or hypothecated (collectively, "transferred") for a period of a Warrant Certificate, by its acceptance thereof, acknowledges that one year after the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such WarrantsRegistration Statement, except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of Suppes. Subsequent to sxxx xxe year period the Representative Warrants may be transferred to any persons subject to compliance with the provisions of Section 10 hereof. The Representative Warrants shall be transferable only on the books of the Holder upon written request to Company maintained at its principal executive office (the "Company delivered in accordance with Section 12 hereof and Office") upon delivery of the Warrant Certificate thereof duly endorsed indorsed by the Holder or by his the Holder's duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its discretion. . 3.2 Upon any registration of transfer, the Company shall deliver a new Representative Warrant or Representative Warrants to the persons Persons entitled thereto. The Representative Warrants may be exchanged exchanged, at the option of the Holder thereof thereof, for other Representative Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Representative Warrants to be transferred on its books to any personPerson, if such transfer would violate unless the Holder or Holders thereof shall furnish to the Company evidence of compliance with the Securities Act or applicable state securities lawsof 1933, as amended (the "Act"), in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. (a) All of the Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Holder Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the Depository and, subject to Section 2.5(e) hereof, shall bear the Restricted Warrant Legend. Except as provided for in Section 2.3(b) hereof, no person acquiring Warrants with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, by or (ii) institutions that have accounts with the Depository (such institution, with respect to a Warrant in its acceptance thereofaccount, acknowledges a “Participant”). (b) If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent in writing regarding making other arrangements for book-entry settlement. In the event that the Warrants are "restricted securities" which not eligible for, or it is no longer necessary to have not been registered under the Securities Act of 1933Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent in writing to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A with appropriate insertions, modifications and omissions, as amended provided above. (c) Prior to the "Securities Act")Separation Date, Warrants may be transferred or exchanged only together with the Units in which such Warrants are included, and represents that only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Units. Furthermore, prior to the Separation Date, each transfer of Units on the register relating to such Units shall operate also to transfer the Warrants are being acquired as an investment included in such Units. From and not with a view to after the distribution thereof Separation Date, this Section 2.3(c) shall be of no further force and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives effect. (d) A Warrant Certificate may be transferred at the option of the Holder thereof upon surrender of such Warrant Certificate at the stock transfer division of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written request instructions for transfer, all in form satisfactory to the Company delivered and the Warrant Agent; provided, however, that except as otherwise provided herein or in accordance with Section 12 hereof any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and upon delivery only to the Depository, to another nominee of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representativeDepository, to a successor depository, or accompanied by proper evidence to a nominee of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretiona successor depository. Upon any such registration of transfer, the Company shall deliver execute, and the Warrant Agent shall countersign and deliver, as provided in Section 2.2, in the name of the designated transferee a new Warrant Certificate or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option Warrant Certificates of the Holder thereof for other Warrants of different denominations, of like tenor and representing any authorized denomination evidencing in the aggregate the right to purchase a like number of shares of Common Stock unexercised Warrants. (e) After the Separation Date, upon surrender at the stock transfer division of the Warrant Agent, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for such exchange, all in form satisfactory to the Company and the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates in any other authorized denominations; provided, that such new Warrant Certificate(s) evidence the same aggregate number of Warrants as the Warrant Certificate(s) so surrendered. Upon any such surrender for exchange, the Company shall execute, and the Warrant Agent shall countersign and deliver, as provided in Section 2.2, in the name of the Holder of such Warrant Certificates, the new Warrant Certificates. (f) The Warrant Agent shall keep or cause to be kept, at its duly stock transfer division, books in which it shall register Warrant Certificates in accordance with Section 2.2 and transfers, exchanges, exercises and cancellations of outstanding Warrant Certificates (the “Warrant Register”). Whenever any Warrant Certificates are surrendered for transfer or exchange in accordance with this Section 2.3, an authorized agentofficer of the Warrant Agent shall countersign and deliver the Warrant Certificates that the Holder making the transfer or exchange is entitled to receive. The Until a Warrant Certificate is transferred in the Warrant Register, the Company and the Warrant Agent may treat the person in whose name the Warrant Certificate is registered as the absolute owner thereof and of the Warrants represented thereby for all purposes, notwithstanding any notice to the contrary. Neither the Company nor the Warrant Agent will be liable or responsible for any registration or transfer of any Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary. (g) No service charge shall be made for any transfer or exchange of Warrant Certificates, but the Company may require payment of a sum sufficient to cover all taxes and any stamp or other tax or governmental charges charge that may be imposed in connection with any voluntary transfer, exchange such transfer or other disposition of exchange. The Warrant Agent shall promptly forward any such sum collected by it to the Warrants. Notwithstanding the foregoing, Company or to such persons as the Company shall specify by written notice. The Warrant Agent shall have no duty or obligation to cause Warrants to be transferred on its books to any person, if under this Section unless and until it is satisfied that all such transfer would violate the Securities Act or applicable state securities laws.taxes and/or governmental charges have been paid

Transfer of Warrants. The Holder Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended (the "Securities Act")Registration Statement, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder Representative upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Class A Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws.

Transfer of Warrants. The Subject to compliance with Section 9, if applicable, this Warrant and all rights hereunder are transferable in whole or in part, without charge to the Holder hereof, upon surrender of this Warrant with a properly executed Form of Assignment attached hereto as Exhibit B at the principal office of the Company. Upon any partial transfer, the Company shall at its expense issue and deliver to the Holder a new Warrant Certificateof like tenor, by in the name of the Holder, which shall be exercisable for such number of Common Shares with respect to which rights under this Warrant were not so transferred. Prior to effecting any transfer of this Warrant or any part hereof, each prospective transferee shall represent in writing to the Company that: (i) such transferee is acquiring the Warrant hereunder for its acceptance own account, without a view to the distribution thereof; (ii) such transferee is an "accredited investor" within the meaning of Regulation D under the Securities Act and was not organized for the specific purpose of acquiring the Warrant or the Warrant Shares; (iii) such transferee has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the transferee and is able financially to bear the risks thereof; and (iv) if applicable, acknowledges such transferee understands that (i) this Warrant and the Warrants are "restricted securities" which Warrant Shares have not been registered under the Securities Act in reliance upon an exemption from the registration requirements of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under such act and under applicable state securities laws, (ii) this Warrant and the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and under applicable state securities laws or is exempt from such registration, (iii) this Warrant and the Warrant Shares will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect.

Transfer of Warrants. (a) [All] [A portion] of the Warrants shall initially be represented by one or more Global Warrant Certificates deposited with [the Depository Trust Company] (the “Depository”) and registered in the name of [Cede & Co.], a nominee of the Depository. The Holder Depository, or such other entity as is agreed to by the Depository, may hold each Global Warrant Certificate as custodian for Depository. Except as provided for in Section 1.03(b) hereof, no person acquiring Warrants traded on any securities exchange with book-entry settlement through the Depository shall receive or be entitled to receive physical delivery of a definitive Warrant Certificates evidencing such Warrants. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate, by its acceptance thereof, acknowledges or (ii) institutions that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited accounts with the Company. In case of transfer by executorsDepository (such institution, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required with respect to be deposited with the Company a Warrant in its discretion. Upon any registration of transferaccount, a “Participant”). (b) If the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the receipts are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall deliver a new Warrant or Warrants provide written instructions to the persons entitled theretoDepository to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. The Such definitive Warrant Certificates shall be in the form annexed hereto as Exhibit A with appropriate insertions, modifications and omissions, as provided above. [If Securities and Warrants are to be offered together: (c) [If Warrants are not immediately detachable: Prior to the Detachment Date,] Warrants may be transferred or exchanged at only together with the option Offered Security to which such Warrant is attached, and only for the purpose of the Holder thereof for other effecting, or in conjunction with, a transfer or exchange of such Offered Security. Furthermore, [If Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender are not immediately detachable: on or prior to the Company or its duly authorized agentDetachment Date,] each transfer of an Offered Security on the register relating to such Offered Securities shall operate also to transfer the Warrants to which such Offered Security was initially attached. The Company may require payment of a sum sufficient to cover all taxes [If Warrants are not immediately detachable: From and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of after the Warrants. Notwithstanding the foregoingDetachment Date, the Company above provisions shall have be of no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsfurther force and effect.]

Transfer of Warrants. The Holder Representatives' Warrants may not be transferred, assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view except to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees officers or registered representatives partners of the Holder upon written request Representatives, and subject to applicable federal and state securities law, and only on the books of the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Representatives' Warrant or new Representatives' Warrants to the persons entitled thereto. The Warrants A Representatives' Warrant may be exchanged at the option of the Warrant Holder thereof for another Representatives' Warrant, or other Representatives' Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants a Representatives' Warrant to be transferred on its books to any person, if such transfer would violate person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act or of 1933, as amended (the "Act"), and applicable state securities lawslaw, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Holder Warrants will not be sold, transferred, assigned or hypothecated, in whole or in part, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principalsstockholders, employees or registered representatives of the Holder Underwriter upon written request to the Company (including a certificate of the Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate to the Company with the form of assignment at the end thereof duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Upon surrender of the Warrants to the Company or its duly authorized agent, any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agentStock. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrants or Shares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants or Shares to be transferred on its books to any person, if such transfer would violate the Securities Act Act, the rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable state securities laws, rules and regulations.

Transfer of Warrants. The Holder (a) Subject to paragraph (b) of a Warrant Certificatethis Section 5.1, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon on any registration of transfer, the Company shall deliver a new Business Day any Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at transferred, entitling the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right new Warrant holder to purchase a like number of shares of Common Stock upon surrender as such holder transferring such Warrant or Warrants is entitled to purchase. Any Warrant holder desiring to transfer any Warrant or Warrants shall make such request by written instruction of transfer, guaranteed by an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and any other reasonable evidence of authority that may be required by the Warrant Agent, in form satisfactory to the Company and the Warrant Agent, duly executed by the registered holder thereof or by his, her or its duly appointed legal representative or duly authorized agentattorney, or, in the case of Warrants held by any registered holder through a direct or indirect participant in DTC, any transfer shall be effected through the applicable DTC rules for warrant transfers. Additionally, in the case of Definitive Warrants, a Warrant holder may transfer a Definitive Warrant only upon surrender of such Definitive Warrant for registration of transfer. Thereupon the Warrant Agent shall record such transfer in the Warrant Register. The Company may require payment requirements for such transfer or for exchanges to be issued in a name other than the registered holder shall include, inter alia, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of a sum sufficient to cover all taxes and other governmental charges authority that may be imposed required by the Warrant Agent. (b) No Warrants may be sold, exchanged or otherwise transferred in connection with any voluntary transfer, exchange or other disposition violation of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or state securities laws. The Company and/or the Warrant Agent may require, as a condition to any sale, exchange or transfer of a Warrant, that the Warrant holder deliver to the Company and the Warrant Agent an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company, to the effect that such sale, exchange or transfer is made in compliance with the Securities Act and all applicable state securities laws or pursuant to an exempt transaction under the Securities Act and state securities laws. The provisions of this paragraph (b) shall not apply to the exercise of any Warrant to the extent that the shares of Common Stock issued upon such exercise (and any unexercised portion of the Warrant so exercised) shall be issued to the same holder that exercised such Warrant. (c) Each Warrant holder acknowledges that each Warrant Certificate will bear such legends as the Company believes, based upon advice of its counsel, are advisable in light of the securities laws applicable to the Warrant Certificates and transfers thereof.

Transfer of Warrants. The Holder Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder Representative or of securities broker-dealers that participated in the Offering, upon written request to the Company (including a certificate of the Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate to the Company with the form of assignment at the end thereof duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender of the Warrants to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrants or Shares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants or Shares to be transferred on its books to any person, if such transfer would violate the Securities Act Act, the rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable state securities laws, rules and regulations.

Transfer of Warrants. The Holder Company agrees to maintain at the Warrant Office books for the registration and transfer of a Warrant Certificate, this Warrant. Unless otherwise consented to in writing by the Company (which consent may be granted or withheld in its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"sole discretion), this Warrant may be transferred by any Registered Holder (including, for the avoidance of doubt, any subsequent transferee) in whole or in part only in compliance with applicable law and represents that only to his, her or its Permitted Transferees. The Company, from time to time, shall register the Warrants are being acquired as an investment and not transfer in whole or in part of this Warrant in such books upon surrender of this Warrant at the Warrant Office, properly endorsed, together with a view to written assignment of this Warrant, substantially in the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives form of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretionAssignment attached as Exhibit B hereto. Upon any registration of such transfer, a new Warrant shall be issued to the transferee, and the Company shall deliver cancel the surrendered Warrant. The Registered Holder shall pay all taxes and all other expenses and charges payable in connection with the transfer of Warrants pursuant to this Section 2.3. For purposes of this Warrant, “Permitted Transferees” shall mean (a) in the case of an individual, the individual’s spouse, child, estate, personal representative, heir or successor, a new Warrant trust for the benefit of any of the foregoing persons, or Warrants a partnership or limited liability company the partners or members of which consist solely of any of the foregoing persons and (b) in the case of any Registered Holder that is not an individual (other than a trust as described in clause (a) of this sentence, for whom transfers may be made to the persons entitled thereto. The Warrants may be exchanged at the option described in such clause (a)), to a Person that is an affiliate, direct partner, member or stockholder of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsRegistered Holder.

Transfer of Warrants. The Holder Warrants may not be transferred, assigned, -------------------- pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view except to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees officers or registered representatives partners of the Holder upon written request Representative, and subject to ---- ---- applicable federal and state securities law, and only on the books of the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representativesrepresentative, duly authenticated evidence of their authority shall be produced, produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or new Warrants to the persons entitled thereto. The Warrants A Warrant may be exchanged at the option of the Warrant Holder thereof for another Warrant, or other Warrants Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants a Warrant to be transferred on its books to any person, if such transfer would violate person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act or of 1933, as amended (the "Act"), and applicable state securities lawslaw, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Holder (1) No transfer of a Warrant Certificate, by its acceptance thereof, acknowledges that will be valid unless entered on the Warrants are "restricted securities" which have not been registered under the Securities Act register of 1933, as amended (the "Securities Act"transfers referred to in subsection 3.2(1), and represents that the Warrants are being acquired as an investment and not with a view upon surrender to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly endorsed completed and executed Transfer Form as attached to the Warrant Certificate executed by the Holder registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, and, upon compliance with the conditions herein and such reasonable requirements as the Warrant Agent may prescribe, including compliance with all applicable securities legislation, such transfer will be recorded on the register of transfers by the Warrant Agent. Notwithstanding the foregoing, if the Warrants are Uncertificated Warrants, the provisions of Section Error! Reference source not found. shall apply. (2) The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.3(1) and upon compliance with all other conditions in respect thereof required by this Indenture or by his duly authorized attorney applicable law, be entitled to be entered on the register of holders referred to in subsection 3.2(1) as the owner of such Warrant free from all equities or representativerights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (3) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or accompanied enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.2(1), if such transfer would constitute a violation of the securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable securities legislation unless otherwise notified in writing by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case The Warrant Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Warrants or any Common Shares issuable upon the exercise thereof provided such issue, exercise or transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited is effected in accordance with the Company terms of this Warrant Indenture. (4) If a Warrant Certificate tendered for transfer bears the legend set forth in its discretion. Upon any registration of transfersubsection 2.9(2), the Company Warrant Agent shall deliver a new not register such transfer unless the transferor has provided the Warrant or Warrants to Agent with the persons entitled thereto. The Warrants may be exchanged at Warrant Certificate and complies with the option requirements of the Holder thereof said subsection 2.9(2). (5) If the Warrant Certificate tendered for other Warrants of different denominationstransfer does not bear the legend set forth in subsection 2.9(2), of like tenor the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and representing a completed and executed transfer form in the aggregate form included in the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrant Certificate. Notwithstanding the foregoing, the Company Warrant Agent shall have no obligation to cause Warrants to be transferred on its books to any person, if not register such transfer would violate if the Securities Act Warrant Agent has reason to believe that the transferee is a person in the United States or applicable state securities lawsa U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.

Transfer of Warrants. The Holder Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended (the "Securities Act")Registration Statement, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder Representatives upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws.

Transfer of Warrants. The Holder of a Xxxxxx understands and agrees that this Warrant Certificate, by its acceptance thereof, acknowledges that and the Warrants are "restricted securities" which Warrant Shares have not been registered under the Securities 1933 Act or similar state laws. This Warrant and/or Warrant Shares cannot be sold or transferred unless (i) such transfer is so registered or (ii) an exemption from registration is available at the time of 1933transfer and, as amended (if requested by the "Securities Act")Company, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives opinion of the Holder upon written request counsel satisfactory to the Company to the effect that such registration is not required is delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required Subject to be deposited with the Company in its discretion. Upon any registration of transferforegoing limitations, the Company shall deliver register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Xxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: The first paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or Warrants they become eligible for resale without regard to the persons entitled theretovolume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act. The Warrants may second paragraph of the foregoing legend will be exchanged removed from the certificates representing any Warrant Shares, at the option request of the Holder thereof for other Warrants of different denominationsholder thereof, of like tenor and representing in at such time as the aggregate Stockholder Agreement has terminated or if the right Warrant Shares are being issued to purchase a like number of shares of Common Stock upon surrender party not subject to the Company or its duly authorized agent. The Company may require payment of Stockholder Agreement in a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of manner permitted under the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsStockholder Agreement.

Transfer of Warrants. The Holder (a) Subject to any restriction under applicable law or policy of any applicable regulatory body, Warrants and Warrant Certificates and the rights thereunder are transferable by the holder thereof upon due completion and execution of the Transfer Form and compliance with the conditions prescribed hereunder. (b) No transfer of a Warrant shall be valid unless made by the Warrantholder or its executors or administrators or other legal representatives or an attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, only upon (a) in the case of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view surrendering to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of Warrant Agent at the Warrant Certificate duly endorsed by Agency the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, Warrant Certificates representing the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books together with a duly executed transfer form as set forth in Schedule A and (b) in the case of warrants represented by Global Certificate, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Warrant Agent may prescribe, which may include the provision of a legal opinion to any person, the Warrant Agent if required by the Corporation or the Warrant Agent to the effect that the securities laws of the applicable jurisdiction(s) have been complied with in relation to the transfer of such Warrants; and (iii) all applicable securities legislation and requirements of regulatory authorities; and such transfer would violate shall be duly noted in such register by the Securities Act Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee of a Warrant Certificate, or applicable state securities lawsthe Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (c) The signature of the registered Warrantholder must be guaranteed by a Canadian chartered bank or by a medallion signature guarantee from a member of a recognized signature medallion guarantee program. The Warrant Agent shall not be charged with notice of or be bound to see to the execution of any trust, whether expressed, implied or constructive, in respect of any Warrant and shall, on the written direction of the registered holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof, enter such transfer on the register of transfers. (d) The Warrant Agent shall give notice to the Corporation of any transfer before it is made effective by the issuance of the Warrant Certificates. Notice is not required where beneficial holders are withdrawing Warrants from a Global Certificate registered in the name of CDS and there is no change in beneficial ownership.

Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and Warrant Shares will not transfer such Warrantsbe transferable, in part or in whole, except to bona fide officers, directors, shareholders, principals, employees or registered representatives only on the books of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. The Warrant Holder shall provide the Company with five Business Days prior written notice of a proposed transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the then Warrant Holder thereof thereof, for another Warrant, or other Warrants Warrant of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Warrant Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate unless the Warrant Holder or Warrant Holders thereof shall furnish to the Company reasonably satisfactory evidence of compliance with the Securities Act or applicable state securities lawsof 1933, as amended (the "Act"), in accordance with the provisions of Section 13 of this Agreement.

Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities laws.

Transfer of Warrants. The Holder (1) No transfer of a Warrant Certificatewill be valid unless entered on the Register of Transfers, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view upon surrender to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly endorsed completed and executed transfer form in the form as attached to the Warrant Certificate executed by the Holder registered holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, and, upon compliance with the conditions herein and such reasonable requirements as the Warrant Agent may prescribe, including compliance with all applicable securities legislation, such transfer will be recorded on the Register of Transfers by the Warrant Agent. Notwithstanding the foregoing, if the Warrants are Uncertificated Warrants, the provisions of subsection 3.2(4) shall apply. (2) The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.3(1) and upon compliance with all other conditions in respect thereof required by this Indenture or by his duly authorized attorney applicable law, be entitled to be entered on the Register of Holders as the owner of such Warrant free from all equities or representativerights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (3) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or accompanied enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.2(1), if such transfer would constitute a violation of the securities laws of any applicable jurisdiction or the rules, regulations or policies of any regulatory authority having jurisdiction. The Warrant Agent is entitled to assume compliance with all applicable securities legislation unless otherwise notified in writing by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case The Warrant Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Warrants or any Common Shares issuable upon the exercise thereof provided such issue, exercise or transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited is effected in accordance with the Company in its discretion. Upon any registration terms of transfer, the Company shall deliver a new this Warrant or Warrants Indenture. (4) Subject to the persons entitled thereto. The provisions of this Section 3.3, any exchange of Uncertificated Warrants for Warrants which are not Uncertificated Warrants may be exchanged at made in whole or in part in accordance with the option provisions of Section 3.1, mutatis mutandis. All such Warrants issued in exchange for an Uncertificated Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated Warrants shall direct, and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to a legend required by section 2.9 and the restrictions set out in such legend) as the Uncertificated Warrants or portion thereof surrendered upon such exchange. (5) If a Warrant Certificate tendered for transfer bears a legend set forth in section 2.9, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and complies with the requirements of the Holder thereof said section 2.9. (6) If the Warrant Certificate tendered for other Warrants of different denominationstransfer does not bear a legend set forth in section 2.9, of like tenor the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and representing a completed and executed transfer form in the aggregate form included in the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrant Certificate. Notwithstanding the foregoing, the Company Warrant Agent shall have no obligation to cause Warrants to be transferred on its books to any person, if not register such transfer would violate if the Securities Act Warrant Agent has reason to believe that the transferee is a person in the United States or applicable state securities lawsa U.S. Person or is acquiring the Warrants evidenced thereby for the account or benefit of a person in the United States or a U.S. Person.

Transfer of Warrants. The Holder Warrants may not be transferred, assigned, -------------------- pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view except to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees officers or registered representatives partners of the Holder upon written request Representatives, and subject to ---- ---- applicable federal and state securities law, and only on the books of the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate thereof duly endorsed by the Warrant Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or new Warrants to the persons entitled thereto. The Warrants A Warrant may be exchanged at the option of the Warrant Holder thereof for another Warrant, or other Warrants Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants a Warrant to be transferred on its books to any person, if such transfer would violate person unless the Warrant Holder thereof shall furnish to the Company evidence of compliance with the Securities Act or of 1933, as amended (the "Act"), and applicable state securities lawslaw, in accordance with the provisions of Section 10 of this Agreement.

Transfer of Warrants. The Holder Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder Placement Agent upon written request to the Company (including a certificate of the Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate to the Company with the form of assignment at the end thereof duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender of the Warrants to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrants or Shares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants or Shares to be transferred on its books to any person, if such transfer would violate the Securities Act Act, the rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable state securities laws, rules and regulations.

Transfer of Warrants. The Holder of a This Warrant Certificate, by its acceptance thereof, acknowledges that and the Warrants are "restricted securities" which Warrant Shares have not been registered under the Securities 1933 Act or similar state laws. This Warrant and Warrant Shares cannot be sold or transferred by an investor unless (i) they are so registered or (ii) an exemption from registration is available at the time of 1933transfer and, as amended (if requested by the "Securities Act")Company, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives opinion of the Holder upon written request counsel satisfactory to the Company to the effect that such registration is not required is delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required Subject to be deposited with the Company in its discretion. Upon any registration of transferforegoing limitations, the Company shall deliver register the transfer, from time to time, of this Warrant upon the Company’s warrant register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Xxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate acquired upon exercise of this Warrant in substantially the following form: The foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or Warrants they become eligible for resale pursuant to Rule 144(k) under the 1933 Act; provided, that such holder consents to the persons entitled thereto. The Warrants may be exchanged at entry by the option Company of stop transfer instructions with the Company’s transfer agent during any period under which a notice from the Company of the Holder thereof for other Warrants happening of different denominations, any event that makes any statement made in such resale registration statement or related prospectus untrue or which requires the making of like tenor and representing any changes in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company such resale registration statement or its duly authorized agent. The Company may require payment prospectus so that they will not contain any untrue statement of a sum sufficient material fact or omit to cover all taxes and other governmental charges that may state any material fact required to be imposed stated therein or necessary to make the statements therein in connection with any voluntary transfer, exchange or other disposition light of the Warrants. Notwithstanding the foregoing, the Company circumstances under which they were made not misleading shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsin effect.

Transfer of Warrants. The Holder Company agrees to maintain at the Warrant Office books for the registration and transfer of a Warrant Certificate, this Warrant. Unless otherwise consented to in writing by the Company (which consent may be granted or withheld in its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"sole discretion), this Warrant may be transferred by any Registered Holder (including, for the avoidance of doubt, any subsequent transferee) in whole or in part only in compliance with applicable law and represents that only to his, her or its Permitted Transferees. The Company, from time to time, shall register the Warrants are being acquired as an investment and not transfer in whole or in part of this Warrant in such books upon surrender of this Warrant at the Warrant Office, properly endorsed, together with a view to written assignment of this Warrant, substantially in the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives form of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretionAssignment attached as Exhibit B hereto. Upon any registration of such transfer, a new Warrant shall be issued to the transferee, and the Company shall deliver cancel the surrendered Warrant. The Registered Holder shall pay all taxes and all other expenses and charges payable in connection with the transfer of Warrants pursuant to this Section 2.3. For purposes of this Warrant, “Permitted Transferees” shall mean (a) in the case of an individual, the individual’s spouse, child, estate, personal representative, heir or successor, a new Warrant trust for the benefit of any of the foregoing persons, or Warrants a partnership or limited liability company the partners or members of which consist solely of any of the foregoing persons and (b) in the case of any Registered Holder that is not an individual (other than a trust as described in clause (a) of this sentence, for whom transfers may be made to the persons entitled thereto. The Warrants may be exchanged at the option described in such clause (a)), to a Person that is an affiliate, direct partner, member or shareholder of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsRegistered Holder.

Transfer of Warrants. The Holder Company agrees to maintain at its principal office the books for the registration of a Warrant Certificate, by its acceptance thereof, acknowledges that transfers of the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act")Warrants, and represents that transfer of this Warrant and all rights hereunder shall be registered, in whole or in part, on such books, upon surrender of this Warrant at the Warrants are being acquired as an investment and not Company, together with (i) a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives written assignment of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the this Warrant Certificate duly endorsed executed by the Holder or by his its duly authorized attorney agent or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, with (if the original power of attorney, duly approved, Holder is a natural Person) signatures guaranteed by a bank or an official copy thereof, duly certified, shall be deposited trust company or a broker or dealer registered with the NASD, provided, however, that (a) the Holder may not assign all or any part of this Warrant or the Warrant Shares to a competitor of the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and (b) the Holder may not assign all or any part of this Warrant or the Warrant Shares to any Person other than an Affiliate of the Holder without the Company’s prior written consent, which consent shall not be required unreasonably withheld, conditioned or delayed, (ii) funds sufficient to be deposited with pay any transfer taxes payable upon such transfer, and (iii) an Investment Representation Letter executed by the Company in its discretionproposed transferee. Upon any registration of transfersurrender and, if required, such payment, the Company shall promptly execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in the instrument of assignment and shall issue to the persons entitled thereto. The assignor a new Warrant or Warrants may evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agentcanceled. The Company may require payment of a sum sufficient shall permit the Holder to cover inspect the warrant registration books from time to time during normal business hours at the Company. The Holder shall pay all taxes fees (including reasonable attorney’s fees), costs and other governmental charges that may be imposed in connection expenses associated with any voluntary transfer, exchange or other disposition transfer of this Warrant requested by the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsHolder.

Transfer of Warrants. This Warrant may not be transferred or assigned, in whole or in part, except in compliance with all applicable federal and state securities laws. To the extent permitted by applicable securities laws and subject to the terms of this Warrant, this Warrant may be transferred, in whole or in part, to any Person, by (i) execution and delivery of the Notice of Assignment attached hereto as Exhibit B and (ii) surrender of this Warrant for registration of transfer at the primary executive office of the Company, together with funds sufficient to pay any applicable transfer tax. Upon receipt of the duly executed Notice of Assignment and the necessary transfer tax funds, if any, the Company, at its expense, shall execute and deliver, (i) in the name of the designated transferee or transferees, one or more new Warrants representing the right to purchase a like aggregate number of shares of Common Stock so transferred and (ii) a new Warrant evidencing the remaining portion, if any, of this Warrant not so transferred to the transferring Holder (each a “New Warrant”). The Holder acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the right and obligations of a holder of a Warrant. Warrants and Warrant CertificateShares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer hereunder, the Company may require the transferring Holder to provide to the Company an opinion of counsel selected by its acceptance thereofthe transferor, acknowledges the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the Warrants are "restricted securities" which have such transfer does not been registered require registration under the Securities Act of 1933, as amended (the "Securities Act")amended, and represents that the Warrants are being acquired as an investment and otherwise is not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives in contravention of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state or federal securities laws.

Transfer of Warrants. This Warrant may not be transferred or assigned, in whole or in part, except in compliance with all applicable federal and state securities laws. To the extent permitted by applicable securities laws and subject to the terms of this Warrant, this Warrant may be transferred, in whole or in part, to any Person, by (i) execution and delivery of the Notice of Assignment attached hereto as Exhibit B and (ii) surrender of this Warrant for registration of transfer at the primary executive office of the Company. together with funds sufficient to pay any applicable transfer tax. Upon receipt of the duly executed Notice of Assignment and the necessary transfer tax funds, if any, the Company, at its expense, shall execute and deliver, (i) in the name of the designated transferee or transferees, one or more new Warrants representing the right to purchase a like aggregate number of shares of Common Stock so transferred and (ii) a new Warrant evidencing the remaining portion, if any, of this Warrant not so transferred to the transferring Holder (each a “New Warrant”). The Holder acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the right and obligations of a holder of a Warrant. Warrants and Warrant CertificateShares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer hereunder, the Company may require the transferring Holder to provide to the Company an opinion of counsel selected by its acceptance thereofthe transferor, acknowledges the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that the Warrants are "restricted securities" which have such transfer does not been registered require registration under the Securities Act of 1933, as amended (the "Securities Act")amended, and represents that the Warrants are being acquired as an investment and otherwise is not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives in contravention of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state or federal securities laws.

Transfer of Warrants. The A Holder of a Warrant Certificate, may transfer its Warrants only by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request notice to the Company delivered in accordance stating the name of the proposed transferee and otherwise complying with the terms of this Warrant Agreement and all applicable laws, rules and regulations. Subject to the provisions of Section 12 hereof and 15 hereof, the Warrants shall be transferrable only on the Warrant Register upon delivery to the Company of the Warrant Certificate or Certificates duly endorsed by the Holder or by his duly authorized attorney attorney-in-fact or legal representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney-in-fact, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Prior to due presentation for registration of transfer, the Company and any agent of the Company may deem and treat the person in whose name the Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone), and the Company shall not be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or in interest in any Warrants 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 Warrant Register in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith. No service charge shall be made for any registration of transfer or exchange of Warrants, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection with any registration of transfer of Warrants. Upon any registration of transfer, the Company shall deliver a new Warrant Certificate or Warrants Certificates to the persons person(s) entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities laws.

Transfer of Warrants. The Holder (a) Subject to paragraph (b) of a Warrant Certificatethis Section 5.1, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon on any registration of transfer, the Company shall deliver a new Business Day any Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at transferred, entitling the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right new Warrant holder to purchase a like number of shares of Common Stock upon surrender as such holder transferring such Warrant or Warrants is entitled to purchase. Any Warrant holder desiring to transfer any Warrant or Warrants shall make such request by written instruction of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the registered holder thereof or by his, her or its duly authorized agentlegal representative or attorney, or, in the case of Warrants held by any registered holder through a direct or indirect participant in DTC, any transfer shall be effected through the applicable DTC rules for warrant transfers. The Company Additionally, in the case of Definitive Warrants, a Warrant holder may require payment transfer a Definitive Warrant only upon surrender of a sum sufficient to cover all taxes and other governmental charges that such Definitive Warrant for registration of transfer. Thereupon the Warrant Agent shall record such transfer in the Warrant Register. (b) No Warrants may be imposed sold, exchanged or otherwise transferred in connection with any voluntary transfer, exchange or other disposition violation of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or state securities laws. The Company and/or the Warrant Agent may require, as a condition to any sale, exchange or transfer of a Warrant, that the Warrant holder deliver to the Company and the Warrant Agent an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company, to the effect that such sale, exchange or transfer is made in compliance with the Securities Act and all applicable state securities laws or pursuant to an exempt transaction under the Securities Act and state securities laws. The provisions of this paragraph (b) shall not apply to the exercise of any Warrant to the extent that the shares of Common Stock issued upon such exercise (and any unexercised portion of the Warrant so exercised) shall be issued to the same holder that exercised such Warrant. (c) Each Warrant holder acknowledges that each Warrant Certificate will bear such legends as the Company believes, based upon advice of its counsel, are advisable in light of the securities laws applicable to the Warrant Certificates and transfers thereof.

Transfer of Warrants. The Holder Subject to compliance with state and federal securities laws and the terms and conditions hereof, ILFC shall have the right to sell, transfer, negotiate, assign or grant participation in all or any part of a ILFC's rights and obligations under this Warrant Agreement or under any Warrant Certificate, by its acceptance thereof, acknowledges that . The Warrant Certificates shall be transferable on the Warrants are "restricted securities" which have not been registered under books of the Securities Act of 1933, as amended Company (the "Securities ActWarrant Register"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and ) only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant Certificate or Warrants Warrant Certificates to the persons person entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants Warrant Certificates to be transferred on its books to any person, if person unless the Holder of such transfer would violate Warrant Certificates shall furnish to the Company evidence of compliance with the Securities Act of 1933, as amended (the "Act"), in accordance with the provisions of Section 11 of this Warrant Agreement. The text of each new Warrant Certificate issued under Sections 3 or applicable state securities laws4 and of the form of election to purchase shares shall be as set forth in Exhibits A and B hereto and shall be exchanged and transferred and subject to adjustment in the same manner as if such new Warrant Certificate were the original Warrant Certificate issued to the Holder. Any Holder who transfers Warrants shall be responsible for and pay all costs and expenses associated with such transfer of Warrants to its transferee.

Transfer of Warrants. The Holder (1) No transfer of a Warrant Certificate, by its acceptance thereof, acknowledges that will be valid unless entered on the Warrants are "restricted securities" which have not been registered under the Securities Act register of 1933, as amended (the "Securities Act"transfers referred to in subsection 3.2(1), and represents that the Warrants are being acquired as an investment and not with a view upon surrender to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery Warrant Agent of the Warrant Certificate evidencing such Warrant, and a duly endorsed completed and executed Transfer Form as attached to the Warrant Certificate executed by the Holder registered holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians administrators or other legal representativesrepresentatives or his or their attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, duly authenticated evidence of their authority shall be producedand, and may be required to be deposited upon compliance with the Company in its discretion. Upon any registration conditions herein and such reasonable requirements as the Warrant Agent may prescribe, including compliance with all applicable securities legislation, such transfer will be recorded on the register of transfer, transfers by the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsAgent. Notwithstanding the foregoing, if the Warrants are Uncertificated Warrants, the provisions of Section 3.2(4) shall apply. (2) The transferee of any Warrant will, after surrender to the Warrant Agent of the Warrant Certificate evidencing such Warrant as required by subsection 3.3(1) and upon compliance with all other conditions in respect thereof required by this Indenture or by applicable law, be entitled to be entered on the register of holders referred to in subsection 3.2(1) as the owner of such Warrant free from all equities or rights of set-off or counterclaim between the Company and the transferor or any previous holder of such Warrant, except in respect of equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction. (3) The Company will be entitled, and may direct the Warrant Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Warrant on the registers referred to in subsection 3.2(1), if such transfer would, in the written opinion of counsel to the Company, constitute a violation of Applicable Securities Laws. The Warrant Agent is entitled to assume compliance with all applicable securities legislation unless otherwise notified in writing by the Company. The Warrant Agent shall have no obligation to cause ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Warrants to be transferred on its books to or any personCommon Shares issuable upon the exercise thereof provided such issue, if such exercise or transfer would violate is effected in accordance with the Securities Act or applicable state securities lawsterms of this Warrant Indenture.

Transfer of Warrants. The Holder (a) Neither any Warrant nor any Warrant Shares obtained upon exercise of any Warrant may be offered, sold, transferred, pledged or otherwise disposed of, in whole or in part, to any Person other than in accordance with applicable federal and state securities laws. (b) Except as otherwise permitted by this Section 4, each Warrant Certificate and each certificate evidencing any Warrant Shares issued upon exercise of a Warrant Certificateshall be stamped or otherwise imprinted with a legend in substantially the form as set forth on the form of Warrant Certificate attached hereto as Exhibit 1. Notwithstanding the foregoing, by its acceptance thereofa holder of a Warrant Certificate or a certificate evidencing any Warrant Shares issued upon exercise of a Warrant (a "Holder") may require the Company to issue a Warrant Certificate or stock certificate, acknowledges that in each case without a legend, if and to the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act")extent permitted by, and represents in accordance with, applicable law. (c) Provided that the Warrants are being acquired as an investment and not with a view transfer is permitted under applicable law, a Warrant may be transferred or endorsed to another party in whole or in part by surrendering to the distribution thereof and will not transfer such WarrantsCompany, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment , for cancellation the existing Warrant Certificate evidencing the Warrant to be transferred, endorsed or accompanied by a written instrument of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange in form satisfactory to the Company, duly executed by the holder thereof in person or other disposition of by a duly authorized representative, agent or attorney-in-fact appointed in writing. Upon receipt thereof by the Warrants. Notwithstanding the foregoingCompany or such agent, the Company shall have no obligation issue and deliver, or cause such agent to cause Warrants issue and deliver, in the name of the transferee, a new Warrant Certificate containing the same terms as the surrendered Warrant Certificate. In the case of the transfer of fewer than all of the rights evidenced by the surrendered Warrant Certificate, the Company shall issue a new Warrant Certificate to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawstransferring Holder for the remaining number of shares specified in the Warrant Certificate so surrendered.

Transfer of Warrants. The Holder (1) No transfer of a Warrant shall be valid unless entered on the register kept by the Warrant Agent (a) in the case of a Certificated Warrant, upon surrender of the Warrant Certificate representing such Warrant together with a duly-executed transfer form as set forth in Schedule “A” or Schedule “B” hereto; (b) in the case of Book Entry Warrants, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; (c) in the case of Uncertificated Warrants, upon submission to the Warrant Agent of a duly-executed Transaction Instruction or such other instructions in a form satisfactory to the Warrant Agent; and in all circumstances (d) upon compliance with: (a) the conditions herein; (b) such reasonable requirements as the Warrant Agent or other registrar may prescribe; and (c) all applicable Securities Laws and requirements of regulatory authorities. Upon compliance with the foregoing requirements, the Warrant Agent shall issue to the transferee of a Certificated Warrant, a Warrant Certificate, by its acceptance thereofand to the transferee of an Uncertificated Warrant, acknowledges that an Uncertificated Warrant (or it shall Authenticate and deliver a Certificated Warrant instead, subject to the approval of the Company), representing the Warrants are "restricted securities" transferred. The transferee of a Book Entry Warrant shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Warrants. (2) The registered holder of Warrants may at any time and from time to time have the registration of the Warrants transferred from the register in which have not been registered under the Securities Act registration thereof appears to another authorized register upon compliance with such reasonable requirements as the Warrant Agent or other registrar may prescribe. (3) The Company shall also cause to be kept by and at the principal office of 1933the Warrant Agent in the City of Vancouver and by the Warrant Agent or such other registrar as the Company may appoint, with the approval of the Warrant Agent, at such other place or places, if any, as amended the Company may designate with the approval of the Warrant Agent, registers in which all transfers of Warrants and the date and other particulars of each transfer shall be set out. (4) The transferee of Warrants shall, after the "Securities Act")Warrant Certificate and the appropriate form of transfer are lodged with the Warrant Agent or other registrar and upon compliance with all other conditions in that behalf required by this Indenture or by law, and represents that be entitled to be entered on one of the registers as the owner of the Warrants are being acquired as an investment free from all equities or rights of set-off or counterclaim between the Company and not with a view to his transferor or any previous holder of the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives save in respect of the Holder upon written request equities of which the Company is required to take notice by statute or by order of a court of competent jurisdiction or by applicable law. The receipt by the registered holder of Warrants of the Shares purchasable pursuant thereto will be a good discharge to the Company delivered in accordance with Section 12 hereof and upon delivery the Warrant Agent therefor and neither the Company nor the Warrant Agent will be bound to inquire into the title of the holder except as aforesaid. (5) Subject to applicable law, neither the Company nor the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, Agent nor any registrar shall be deposited with bound to take notice of or see to the Company. In case execution of transfer by executorsany trust, administratorswhether express, guardians implied or other legal representativesconstructive, duly authenticated evidence in respect of their authority shall be producedany Warrant or Warrant Certificate, and may be transfer the same on the direction of the person registered as the holder thereof, as though that person were the beneficial owner thereof. (6) The registers required to be deposited with kept in the City of Vancouver shall at all reasonable times be open for inspection by the Company in its discretionor any Warrantholder. Upon any registration The Warrant Agent and every registrar shall from time to time when requested to do so by the Company, by the Warrant Agent or by a Warrantholder, furnish the Warrant Agent or upon payment by the Company or Warrantholder of transfera reasonable fee, the Company shall deliver or the Warrantholder, as the case may be, with a new Warrant or list of names and addresses of holders of Warrants to entered on the persons entitled thereto. The Warrants may be exchanged at registers kept by them and showing the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if held by each such transfer would violate the Securities Act or applicable state securities lawsholder.

Transfer of Warrants. The Holder of a understands and agrees that this Warrant Certificate, by its acceptance thereof, acknowledges that and the Warrants are "restricted securities" which Warrant Shares have not been registered under the Securities 1933 Act or similar state laws. This Warrant and/or Warrant Shares cannot be sold or transferred unless (i) such transfer is so registered or (ii) an exemption from registration is available at the time of 1933transfer and, as amended (if requested by the "Securities Act")Company, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives opinion of the Holder upon written request counsel satisfactory to the Company to the effect that such registration is not required is delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required Subject to be deposited with the Company in its discretion. Upon any registration of transferforegoing limitations, the Company shall deliver register the transfer, from time to time, of this Warrant upon the Company’s Warrant Register, upon surrender of this Warrant for transfer, accompanied by a duly executed Assignment Form in the form attached as Xxxxx XX, with signatures properly guaranteed as indicated. Upon any such transfer, a new warrant or warrants representing the aggregate number of this Warrant shall be issued and this Warrant shall be cancelled by the Company. A restrictive legend shall be placed upon each share certificate (or Warrants reflected in the records of the Company’s transfer agent, in the case of shares issued in book-entry form) acquired upon exercise of this Warrant in substantially the following form: The first paragraph of the foregoing legend will be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become the subject of an effective resale registration statement or they become eligible for resale without regard to the persons entitled theretovolume limitations or other limitations on manner of sale pursuant to Rule 144 under the 1933 Act. The Warrants may second paragraph of the foregoing legend will be exchanged removed from the certificates representing any Warrant Shares, at the option request of the Holder thereof for other Warrants of different denominationsholder thereof, of like tenor and representing in at such time as the aggregate Stockholder Agreement has terminated or if the right Warrant Shares are being issued to purchase a like number of shares of Common Stock upon surrender party not subject to the Company or its duly authorized agent. The Company may require payment of Stockholder Agreement in a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of manner permitted under the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsStockholder Agreement.

Transfer of Warrants. The Any Warrant may be transferred or endorsed to another party in whole or in part by (i) surrendering to the Company, or its duly authorized agent, for cancellation the existing Warrant Certificate evidencing the Warrant to be transferred, endorsed or accompanied by a written instrument of transfer, in form satisfactory to the Company, duly executed by the Holder thereof in person or by a duly authorized representative, agent or attorney-in-fact appointed in writing, (ii) by supplying the Company with an opinion of a Warrant Certificatecounsel, by its acceptance thereofwhich opinion shall be reasonably satisfactory to the Company, acknowledges to the effect that the Warrants are "restricted securities" which have not been registered registration under the Securities Act of 19331933 has been accomplished or is not necessary in connection with such transfer of Warrants, as amended and (iii) by having the transferee agree in writing to be bound by the provisions of the Purchase Agreement, this Agreement, the Shareholders Agreement, dated March 19, 1997, by and among the Company, certain of its shareholders, and the Purchasers (the "Securities ActShareholders Agreement"), and represents that the Warrants are being acquired as an investment Redemption Agreement, dated March 19, 1997, by and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to among the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by Purchasers (the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion"Redemption Agreement"). Upon any registration of transferreceipt thereof, the Company shall deliver issue and deliver, in the name of the transferee, a new Warrant or Warrants Certificate containing the same terms as the surrendered Warrant Certificate. In the case of the transfer of fewer than all of the rights evidenced by the surrendered Warrant Certificate, the Company shall issue a new Warrant Certificate to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like remaining number of shares of Common Stock upon surrender to specified in the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsWarrant Certificate so surrendered.

Transfer of Warrants. The (a) Subject to subsection 2.13(c) and such reasonable requirements as the Warrant Agent may prescribe and all applicable securities legislation and requirements of regulatory authorities, the Warrants may be transferred on the register kept at the Warrant Agency by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, the surrendering of the relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed; or (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by its acceptance thereofthe Depository under the book entry registration system, acknowledges that and upon the person surrendering the same meeting the requirements set forth above, the Warrant Agent shall reflect the transfer and issue to the transferee a Warrant Certificate representing the Warrants are "restricted securities" which transferred or Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated, as applicable. (b) The Warrants have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the U.S. Securities Act or under applicable state securities laws, and may not be exercised by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless an exemption from such registration requirements is available. (c) No transfer of a Warrant shall be valid (i) unless made in accordance with the provisions hereof, (ii) until, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, such transfer is recorded on the register maintained by the Warrant Agent pursuant to subsection (a) of this section 2.13, and (iii) until all governmental or other charges arising by reason of such transfer have been paid.

Transfer of Warrants. The Holder of a Warrant CertificateWarrants may only be sold, by its acceptance thereoftransferred, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933assigned or hypothecated, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, officers and employees or registered representatives of the Holder Agent upon written request to the Company (including a certificate of the Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate to the Company with the form of assignment at the end thereof duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, produced and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Upon surrender of the Warrants to the Company or its duly authorized agent, any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agentStock. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrants or Shares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants or Shares to be transferred on its books to any person, if such transfer would violate the Securities Act Act, the rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable state securities laws, rules and regulations.

Transfer of Warrants. The Holder of a Warrant CertificateXxxxxxxxx Xxxx Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole (other than by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view will or pursuant to the distribution thereof laws of descent and will not transfer such Warrantsdistribution), except to bona fide officers, directors, shareholders, principals, employees or registered representatives of Xxxxxxxxx Xxxx after twelve (12) months from the Holder upon written request to effective date (the "Effective Date") of the Registration Statement on Form S-1 filed by the Company delivered in accordance with Section 12 hereof the Securities and Exchange Commission (the "Commission") on __________ __, 199_, as amended or supplemented (the "Registration Statement") and upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Xxxxxxxxx Xxxx Warrant or Xxxxxxxxx Xxxx Warrants to the persons entitled thereto. The Xxxxxxxxx Xxxx Warrants may be exchanged at the option of the Holder thereof for another Xxxxxxxxx Xxxx Warrant, or other Warrants Xxxxxxxxx Xxxx Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Xxxxxxxxx Xxxx Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsof 1933, as amended (the "Act").

Transfer of Warrants. The Holder (a) Subject to the provisions contained herein, the Warrants shall be transferable in lots entitling the Warrantholders to subscribe for whole numbers of Shares and so that no person shall be recognised by the Company as having title to Warrants entitling the holder thereof to subscribe for a fractional part of a Share or otherwise than as the sole or joint holder of the entirety of such Share. (b) Subject to applicable law and other provisions of the Conditions, a Warrant Certificatemay only be transferred in accordance with the following provision of this Condition 8(b):- (i) a Warrantholder (the “Transferor”) shall lodge, during normal business hours on any Business Day at the specified office of the Warrant Agent, the Transferor’s Warrant Certificate(s) together with a transfer form as prescribed by its acceptance thereofthe Company from time to time (the “Transfer Form”) duly completed and signed by, acknowledges that or on behalf of, the Warrants are "restricted securities" Transferor and the transferee and duly stamped in accordance with any law for the time being in force relating to stamp duty; (ii) the Transfer Form shall be accompanied by the registration fee (such fee being for the time being a sum of $2.00 for each Warrant Certificate to be transferred) which shall be payable by cash or cheque together with any stamp duty and any goods and services tax (if any) specified by the Warrant Agent to the Transferor, such evidence as the Warrant Agent may require to determine and verify the due execution of the Transfer Form and payment of the expenses of, and submit, such documents as the Warrant Agent may require to effect delivery of the new Warrant Certificate(s) to be issued in the name of the transferee; (iii) if the Transfer Form has not been fully or correctly completed by the Transferor or the full amount of the fees and expenses due to the Warrant Agent have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that paid to the Warrants are being acquired as an investment and not with a view Agent, the Warrant Agent shall return such Transfer Form to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives Transferor accompanied by written notice of the Holder upon written request omission(s) or error(s) and requesting the Transferor to complete and/or amend the Transfer Form and/or to make the requisite payment; and (iv) if the Transfer Form has been fully and correctly completed, the Warrant Agent shall as agent for and on behalf of the Company delivered (a) register the person named in accordance with Section 12 hereof and upon delivery the Transfer Form as transferee in the Warrant Register as registered holder of the Warrant Certificate duly endorsed by in place of the Holder or by his duly authorized attorney or representativeTransferor, or accompanied by proper evidence (b) cancel the Warrant Certificate(s) in the name of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be producedTransferor, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a (c) issue new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option Certificate(s) in respect of the Holder thereof for other Warrants of different denominations, of like tenor and representing registered in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition name of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawstransferee.

Transfer of Warrants. The Holder (1) Subject to Subsection 2.9(3) and 3.2(3) below and such reasonable requirements as the Warrant Agent may prescribe and all applicable securities legislation and requirements of a Warrant Certificateregulatory authorities, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under may be transferred on the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of register kept at the Warrant Certificate duly endorsed Agency by the Holder or by his its legal representatives or its attorney duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer appointed by an attorneyinstrument in writing in form and manner of execution satisfactory to the Warrant Agent only upon the surrendering of the relevant Warrant Certificate with the transfer form substantially in the form of that forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon the person surrendering the same meeting the requirements set forth above and upon the required signature and countersignature in accordance with Sections 2.4 and 2.5, the original power of attorney, duly approved, or an official copy thereof, duly certified, Warrant Agent shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants issue to the persons entitled thereto. transferee a Warrant Certificate representing the Warrants transferred. (2) The Warrants may have not been and will not be exchanged at registered under the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the U.S. Securities Act or under applicable state securities laws.. If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.17, the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Corporation, (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations and the transferor delivers to the Warrant Agent a declaration substantially in the form set forth in Schedule "B" to this Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation and the Warrant Agent) as the Warrant Agent may reasonably require, or (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144 thereunder or (ii) Rule 144A thereunder, if available, and in each case in accordance with any applicable state securities or "blue sky" laws, or (D) the transfer is made in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.9(2)(C)(i) or 2.9(2)(D) furnished to the Corporation an opinion of counsel or other evidence, in either case in form and substance reasonably satisfactory to the Corporation, to such effect. In relation to a transfer under (C)(i) or

Transfer of Warrants. The Holder of a Warrant CertificateUnderwriter Warrants will not be sold, transferred, assigned, pledged or hypothecated, in part or in whole (other than by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view will or pursuant to the distribution thereof laws of descent and will not transfer such Warrantsdistribution), except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of the Holder upon written request to the Company delivered in accordance with Section 12 hereof Underwriter and thereafter only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Underwriter Warrant or Underwriter Warrants to the persons entitled thereto. The Underwriter Warrants may be exchanged at the option of the Holder thereof for another Underwriter Warrant, or other Warrants Underwriter Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Underwriter Warrants to be transferred on its books to any person, person if such transfer would violate the Securities Act or applicable state securities lawsof 1933, as amended (the "Act").

Transfer of Warrants. 3.1 The Holder Warrants may not be sold, assigned, transferred, pledged or hypothecated for a period of a Warrant Certificateone year after the effective date of the Registration Statement, by except that they may be assigned, in whole or in part, to any successor, officer, employee or partner of Commonwealth, or to officers, employees or partners of any such successor or partner. The Warrants shall be transferable only on the books of the Company maintained at its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended principal executive office (the "Securities ActCompany Office"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and ) upon delivery of the Warrant Certificate thereof duly endorsed indorsed by the Holder or by his the Holder's duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official a copy thereof, duly certified, shall be deposited and remain with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited and remain with the Company in its discretion. . 3.2 Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged exchanged, at the option of the Holder thereof thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate unless the Holder or Holders thereof shall furnish to the Company evidence of compliance with the Securities Act or applicable state securities lawsof 1933 (the "Act") in accordance with the provisions of section 11 of this agreement.

Transfer of Warrants. The Holder (a) Subject to paragraph (b) of a Warrant Certificatethis Section 5.1, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon on any registration of transfer, the Company shall deliver a new Business Day any Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at transferred, entitling the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right new Warrant holder to purchase a like number of shares of Common Stock upon surrender as such holder transferring such Warrant or Warrants is entitled to purchase. Any Warrant holder desiring to transfer any Warrant or Warrants shall make such request by written instruction of transfer, in form satisfactory to the Company and the Warrant Agent, duly executed by the registered holder thereof or by his, her or its duly authorized agentlegal representative or attorney, or, in the case of Warrants held by any registered holder through a direct or indirect participant in DTC, any transfer shall be effected through the applicable DTC rules for warrant transfers. Additionally, in the case of Definitive Warrants, a Warrant holder may transfer a Definitive Warrant only upon surrender of such Definitive Warrant for registration of transfer. Thereupon the Warrant Agent shall record such transfer in the Warrant Register. (b) No Warrants may be sold, exchanged or otherwise transferred in violation of the Securities Act, or state securities laws. The Company and/or the Warrant Agent may require payment of require, as a sum sufficient condition to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfersale, exchange or other disposition transfer of a Warrant, that the Warrants. Notwithstanding the foregoing, Warrant holder deliver to the Company and the Warrant Agent an opinion of counsel, which opinion of counsel shall have no obligation be reasonably satisfactory to cause Warrants the Company, to be transferred on its books to any personthe effect that such sale, if such exchange or transfer would violate is made in compliance with the Securities Act or and all applicable state securities laws or pursuant to an exempt transaction under the Securities Act and state securities laws. The provisions of this paragraph (b) shall not apply to the exercise of any Warrant to the extent that the shares of Common Stock issued upon such exercise (and any unexercised portion of the Warrant so exercised) shall be issued to the same holder that exercised such Warrant. (c) Each Warrant holder acknowledges that each Warrant Certificate will bear such legends as the Company believes, based upon advice of its counsel, are advisable in light of the securities laws applicable to the Warrant Certificates and transfers thereof.

Transfer of Warrants. The Subject to compliance with Section 7, if applicable, this Warrant and all rights hereunder are transferable in whole or in part, without charge to the Holder hereof, upon surrender of this Warrant with a properly executed Form of Assignment attached hereto as Exhibit B at the principal office of the Company. Upon any partial transfer, the Company shall at its expense issue and deliver to the Holder a new Warrant Certificateof like tenor, by in the name of the Holder, which shall be exercisable for such number of Common Shares with respect to which rights under this Warrant were not so transferred. Prior to effecting any transfer of this Warrant or any part hereof, each prospective transferee shall represent in writing to the Company that: (i) such transferee is acquiring the Warrant hereunder for its acceptance own account, without a view to the distribution thereof; (ii) such transferee is an “accredited investor” within the meaning of Regulation D under the Securities Act and was not organized for the specific purpose of acquiring the Warrant or the Warrant Shares; (iii) such transferee has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the transferee and is able financially to bear the risks thereof; and (iv) if applicable, acknowledges such transferee understands that (i) this Warrant and the Warrants are "restricted securities" which Warrant Shares have not been registered under the Securities Act in reliance upon an exemption from the registration requirements of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act pursuant to Section 4(2) thereof or Rule 506 promulgated under such act and under applicable state securities laws, (ii) this Warrant and the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and under applicable state securities laws or is exempt from such registration, (iii) this Warrant and the Warrant Shares will bear a legend to such effect, and (iv) the Company will make a notation on its transfer books to such effect.

Transfer of Warrants. (a) The Holder of a Warrant Certificate, by its acceptance thereof, acknowledges that Warrants shall be transferable only on the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives books of the Holder upon written request to Company maintained at the Company delivered in accordance with Section 12 hereof and Company's principal office upon delivery of this Certificate with the Warrant Certificate form of assignment attached hereto duly endorsed completed and signed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorneyThe Company may, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion, require, as a condition to any transfer of Warrants, a signature guarantee, which may be provided by a commercial bank or trust company, by a broker or dealer which is a member of the National Association of Securities Dealers, Inc., or by a member of a national securities exchange, The Securities and Futures Authority Limited in the United Kingdom, or The International Stock Exchange in London, England. Upon any registration of transfer, the Company shall deliver a new Warrant warrant certificate or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, warrant certificates of like tenor and representing evidencing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender Warrants to the Company person entitled thereto in exchange for this Certificate, subject to the limitations provided herein, without any charge except for any tax or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be charge imposed in connection therewith. (b) Subject to the restriction specified on the first page of this Certificate, the Warrants may be transferred only to: (i) Xxxxxxxx Xxxxxx & Xxxxx Inc. ("RPC Inc."); (ii) any corporation, partnership, joint venture or other entity which is a successor by merger or consolidation to RPC Inc. or RPC Ltd.; (iii) any purchaser of substantially all of the assets of RPC Inc. or RPC Ltd.; (iv) any officer, director, employee or agent of RPC Inc. or RPC Ltd.; (v) any of the stockholders of RPC Inc. or RPC Ltd., (vi) the stockholders or partners of their respective transferees in the event of the liquidation, dissolution or winding-up of RPC Inc. or RPC Ltd.; or (vii) the respective nominees of any of the foregoing parties. (c) Notwithstanding anything in this Certificate to the contrary, neither any of the Warrants nor any of the Shares issuable upon exercise of any of the Warrants shall be transferable, except upon compliance by the Holder with any voluntary transfer, exchange or other disposition applicable provisions of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or and any applicable state securities or blue sky laws.

Transfer of Warrants. The Holder For a period of a Warrant Certificateone year from the effective date of the Registration Statement, by its acceptance thereofthe Underwriter's Warrants may not be sold, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933assigned, as amended (the "Securities Act")transferred, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrantspledged or hypothecated, in part or in whole, except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of the Holder Underwriter or members of the selling group. Such transfer, assignment, pledge or hypothecation will be effective only when registered on the books of the Company upon written request delivery to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate certificate(s) duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of or transfer, the Company shall deliver a new Underwriter's Warrant or Underwriter's Warrants to the persons entitled thereto. The Underwriter's Warrants may be exchanged at the option of the Holder thereof thereof, for another Underwriter's Warrant, or other Underwriter's Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of Notwithstanding anything herein to the contrary, the Underwriter's Warrants shall not be transferred to a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition direct competitor of the Warrants. Notwithstanding Company without the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawsCompany's prior written approval.

Transfer of Warrants. The Holder Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended Registration Statement (the "Securities ActEffective Date"), and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder Representative upon written request to the Company (including a certificate of the Holder that the transferee is a permitted transferee under this Section 3) delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate to the Company with the form of assignment at the end thereof duly endorsed by the Holder or by his its duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Any of the Warrants may be exchanged at the option of the its Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender of the Warrants to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the WarrantsWarrants or Shares. Notwithstanding the foregoingHowever, the Company shall have no obligation to cause Warrants or Shares to be transferred on its books to any person, if such transfer would violate the Securities Act Act, the rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable state securities laws, rules and regulations.

Transfer of Warrants. The Holder of a Warrant CertificatePlacement Agent Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole (other than by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view will or pursuant to the distribution thereof laws of descent and will not transfer such Warrantsdistribution), except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of the Holder upon written request to the Company delivered in accordance with Section 12 hereof Placement Agent and only upon delivery of the Warrant Certificate 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 transfer. Furthermore, if any Placement Agent Warrants are transferred after two years following the effective date of the Registration Statement, such warrants shall be exercised immediately upon transfer, and if not exercised immediately upon transfer, such warrants shall lapse. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Placement Agent Warrant or Placement Agent Warrants to the persons entitled thereto. The Placement Agent Warrants may be exchanged at the option of the Holder thereof for another Placement Agent Warrant, or other Warrants Placement Agent Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause the Placement Agent Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act of 1933, as amended (the "Act") or any applicable state securities laws.

Transfer of Warrants. (a) The Holder Corporation shall cause the Warrant Agent to keep at its principal offices a register in which shall be entered the names and addresses of the Warrantholders and particulars of the Warrants held by them together with details of all transfers of Warrants. The register with respect to the Warrants issued by the Corporation referred to in this Section shall at all reasonable times be open for inspection at the Warrant Agent’s principal offices during normal business hours by the Corporation, the Underwriters and the Warrantholders upon written request. (b) The Warrants may only be transferred on the register kept at the Warrant Agent’s principal offices by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent, upon surrendering to the Warrant Agent the Warrant Certificates representing the Warrants to be transferred and due execution by the holder of the transfer form attached to the Warrant Certificates and delivery of same to the Warrant Agent and upon compliance with: (i) the conditions in Article 2 herein including Sections 2.9 and 2.15; (ii) such reasonable requirements as the Warrant Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities including without limitation, as confirmed by the transferor and transferee by their execution of the transfer form attached to the Warrant Certificate. (c) Warrants not bearing the legend set forth in Section 2.15(c) may not be offered, sold or transferred in the United States or to or for the account or benefit of a U.S. Person or person in the United States until a date which is 41 days after the Closing Date. No transfer of such Warrants shall be effective, or shall be entered on the register kept by the Warrant Certificate, by its acceptance thereof, acknowledges Agent unless: (i) the transferee thereof certifies in writing that (1) it was not offered the Warrants are "restricted securities" which have in the United States, (2) at the time it originated the buy order for the Warrants, it was not been registered under in the Securities Act United States, (3) it did not execute any agreement to purchase the Warrants or the transfer form in the United States and (4) it is not a U.S. Person, and is not acquiring the Warrants for the account or benefit of 1933a U.S. Person or a person in the United States; or (ii) the transfer form is dated a date 41 or more days after the Closing Date and is received by the Warrant Agent on or after such date. (d) The transferee of any Warrant will be entitled to be entered on the register of holders referred to in this Section 2.9, as amended (the "Securities Act"), holder of such Warrants free from all equities or rights of set-off or counter-claim between the Corporation and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer transferor or any previous holder of such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives in respect of equities of which the Holder upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be Corporation is required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant take notice by statute or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment order of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition court of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act or applicable state securities lawscompetent jurisdiction.

Transfer of Warrants. The Holder 2.10.1 Subject to Section 3.2.4 and the requirements of a the Warrant CertificateAgent set forth in this Indenture and all applicable Securities Laws and requirements of regulatory authorities, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under may only be transferred on the Securities Act register kept at the Warrant Agency by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and manner of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view execution satisfactory to the distribution thereof and will not transfer such Warrants, except to bona fide officers, directors, shareholders, principals, employees or registered representatives Warrant Agent only upon the surrendering of the Holder relevant Warrant Certificate with the transfer form forming part thereof duly completed and signed. After receiving the surrendered Warrant Certificate(s) and upon written request to the Company delivered Person surrendering the same meeting the requirements set forth above and upon the required signature and countersignature in accordance with Section 12 hereof 2.5 and upon delivery of Section 2.6, the Warrant Agent shall issue to the transferee a Warrant Certificate duly endorsed representing the Warrants transferred. 2.10.2 No transfer of a Warrant shall be valid: (a) unless made in accordance with the provisions hereof, (b) until, upon compliance with such reasonable requirements as the Warrant Agent may prescribe, such transfer is recorded on the register maintained by the Holder Warrant Agent pursuant to Section 2.9.1, (c) until all governmental or other charges arising by his duly authorized attorney reason of such transfer have been paid, and (d) unless made in compliance with all applicable Securities Laws. 2.10.3 Transfers of beneficial ownership in any Warrant represented by a Global NCI Position will be effected only: (a) with respect to the interest of a CDS participant, through records maintained by CDS or representativeits nominee for such Global NCI Position, (b) with respect to the interest of a DTC participant, through records maintained by DTC or its nominee for such Global NCI Position, and (c) with respect to the interest of any person other than a CDS participant or DTC participant, through records maintained by CDS participants or DTC participants, as applicable. Beneficial Owners who are not CDS or DTC participants, as applicable, but who desire to sell or otherwise transfer ownership of or any other interest in Warrants represented by such Global NCI Position may do so through a CDS or DTC participant. 2.10.4 Notwithstanding anything to the contrary, neither the Corporation, the Underwriter nor the Warrant Agent nor any respective agent thereof shall have any responsibility or liability for: (a) the records maintained by CDS or DTC relating to any ownership interests or any other interests in the Warrants or the depository system maintained by CDS or DTC, or accompanied payments made on account of any ownership interest or any other interest of any person in any Warrant represented by proper evidence any Global NCI Position (other than the applicable depository or its nominee), (b) maintaining, supervising or reviewing any records of successionCDS, assignment DTC or authority any CDS or DTC participant relating to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approvedany such interest, or an official copy thereof(c) any advice or representation made or given by CDS, duly certifiedDTC or those contained herein that relate to the rules and regulations of CDS or DTC, shall be deposited with including the Company. In case of transfer by executorsInternal Procedures, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required any action to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant taken by CDS or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred DTC on its books to own direction of any person, if such transfer would violate the Securities Act CDS or applicable state securities lawsDTC participant.

Transfer of Warrants. The Holder of a Warrant CertificateUnderwriter Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole (other than by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and represents that the Warrants are being acquired as an investment and not with a view will or pursuant to the distribution thereof laws of descent and will not transfer such Warrantsdistribution), except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of the Holder upon written request to the Company delivered in accordance with Section 12 hereof Underwriter and thereafter only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Underwriter Warrant or Underwriter Warrants to the persons entitled thereto. The Underwriter Warrants may be exchanged at the option of the Holder thereof for another Underwriter Warrant, or other Warrants Underwriter Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Underwriter Warrants to be transferred on its books to any person, person if such transfer would violate the Securities Act or applicable state securities lawsof 1933, as amended (the "Act").

Transfer of Warrants. The Holder Warrants will not be sold, transferred, -------------------- assigned or hypothecated, in part or in whole, prior to the first anniversary of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under effective date of the Securities Act of 1933, as amended (the "Securities Act")Registration Statement, and represents that the Warrants are being acquired as an investment and not with a view to the distribution thereof and will not transfer such Warrants, except thereafter only to bona fide officers, directors, shareholders, principals, employees or registered representatives of the Holder Underwriters upon written request to the Company delivered in accordance with Section 12 hereof and upon delivery of the Warrant Certificate duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment or authority to transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person, if such transfer would violate the Securities Act of 1933, as amended (the "Act") or applicable state securities laws.

Transfer of Warrants. The (a) By accepting this Warrant, the Holder of a Warrant Certificate, by its acceptance thereof, acknowledges hereby agrees that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act")such Warrant, and represents that the Warrants are being acquired as an any shares of Common Stock issuable hereunder, will be held for investment purposes only and not with a view to resell. This Section 15 (a) shall be binding upon the distribution thereof Holder and will not transfer such Warrantsits heirs, except to bona fide officerssuccessors and assigns. (b) Notwithstanding Section 15(a) or any other provision herein contained, directors, shareholders, principals, employees or registered representatives the Warrants shall be transferable on the books of the Holder upon written request to Company (the Company delivered in accordance with Section 12 hereof and "Warrant Register") only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, certified shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company company in its discretion. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the persons person entitled thereto. The Warrants may be exchanged at the option of the Holder thereof for other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants a Warrant to be transferred on its books to any person, if unless (i) such transfer would violate Warrant and the shares of Common Stock issuable upon exercise of such Warrant are registered under a valid and effective registration statement under the Securities Act or of 1933, as amended, and applicable state securities lawsblue sky laws or (ii) the Company receives a written opinion of counsel satisfactory to the Company that registration is not required under such act. Any shares of Common Stock issued pursuant to this Warrant shall bear legends describing, among other things, restrictions on transfer.

Transfer of Warrants. The Holder Underwriter Warrants will not be sold, transferred, assigned or hypothecated, in part or in whole the (other than by will or pursuant to the laws of a Warrant Certificate, by its acceptance thereof, acknowledges that the Warrants are "restricted securities" which have not been registered under the Securities Act of 1933, as amended (the "Securities Act"descent and distribution), and represents that for a period of 180 days from the Warrants are being acquired as an investment and not with a view to effective date of the distribution thereof and will not transfer such Warrants, Registration Statement except to bona fide officers, directors, shareholders, principals, employees or registered representatives officers of the Holder upon written request to Underwriters and members of the Company delivered in accordance with Section 12 hereof selling group and their officers and thereafter only upon delivery of the Warrant Certificate 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 transfer. In all cases of transfer by an attorney, the original power of attorney, duly approved, or an official copy thereof, duly certified, shall be deposited with the Company. In case of transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced, and may be required to be deposited with the Company in its discretion. Upon any registration of transfer, the Company shall deliver a new Underwriter Warrant or Underwriter Warrants to the persons entitled thereto. The Underwriter Warrants may be exchanged at the option of the Holder thereof for another Underwriter Warrant, or other Warrants Underwriter Warrants, of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock Shares upon surrender to the Company or its duly authorized agent. The Company may require payment of a sum sufficient to cover all taxes and other governmental charges that may be imposed in connection with any voluntary transfer, exchange or other disposition of the Warrants. Notwithstanding the foregoing, the Company shall have no obligation to cause Underwriter Warrants to be transferred on its books to any person, person if such transfer would violate the Securities Act or applicable state securities lawsof 1933, as amended (the ‘‘Act’’).