Common use of Transfer or Exchange Clause in Contracts

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or As provided in the Securities Purchase Agreement. Subject Indenture and subject to compliance with the preceding paragraphcertain limitations therein set forth, the Company shall from time to time register the transfer of this Warrant certificate upon Security is registrable in the records to be maintained by it for that purposeSecurity Register, upon surrender hereofof this Security for registration of transfer at the office or agency of the Bank in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, Bank and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Securities are issuable only in registered form without coupons in “Authorized Denominations”, which term shall have the following meaning. For each Security having a principal amount payable in U.S. dollars, the Authorized Denominations shall be $1,000 and multiples thereof. For each Security having a principal amount payable in a Required Currency other than U.S. dollars, the Authorized Denominations shall be the amount of such Required Currency equivalent, at the Exchange Rate on the first Business Day next preceding the date on which the Bank accepts the offer to purchase such Security, to $1,000 and any multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of the such Securities exchanged and of like tenor of a different Authorized Denomination, as requested by the registered holder hereof or by Holder surrendering the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may same. No service charge shall be effected under the Act. Upon made for any such registration of transfer or exchange of Securities as provided above, but the Bank or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) Bank, the Trustee and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option any agent of the holder hereofBank or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, when surrendered to whether or not this Security be overdue, and neither the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this WarrantBank, the Company Trustee nor any such agent shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate This Security shall be construed prior subject to the date of surrender provisions of the Warrant certificate Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. This Security is a Master Note and may be exchanged at any time, solely upon the request of the Bank to the Trustee, for exercise one or more Global Securities in accordance with the same aggregate principal amount, each of which may or may not be a Master Note, as requested by the Bank. Each such replacement Global Security that is a Master Note shall reflect such of the Supplemental Obligations as the Bank shall request. Each such replacement Global Security that is not a Master Note shall represent one (and only one) Supplemental Obligation as requested by the Bank, and such Global Security shall be appropriately modified so as to reflect the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Companysuch Supplemental Obligation.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or As provided in the Securities Purchase Agreement. Subject Indenture and subject to compliance with the preceding paragraphcertain limitations therein set forth, the Company shall from time to time register the transfer of this Warrant certificate upon Security is registrable in the records to be maintained by it for that purposeSecurity Register, upon surrender hereofof this Security for registration of transfer at the office or agency of the Bank in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, Bank and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Securities are issuable only in registered form without coupons in “Authorized Denominations”, which term shall have the following meaning. For each Security having a principal amount payable in U.S. dollars, the Authorized Denominations shall be $2,000 and integral multiples of US$1,000 in excess thereof. For each Security having a principal amount payable in a Required Currency other than U.S. dollars, the Authorized Denominations shall be the amount of such Required Currency equivalent, at the Exchange Rate on the first Business Day next preceding the date on which the Bank accepts the offer to purchase such Security, to $2,000 and integral multiples of US$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of the such Securities exchanged and of like tenor of a different Authorized Denomination, as requested by the registered holder hereof or by Holder surrendering the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may same. No service charge shall be effected under the Act. Upon made for any such registration of transfer or exchange of Securities as provided above, but the Bank or the Trustees may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) Bank, the Trustees and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option any agent of the holder hereofBank or the Trustees may treat the Person in whose name this Security is registered as the owner hereof for all purposes, when surrendered to whether or not this Security be overdue, and neither the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this WarrantBank, the Company Trustees nor any such agent shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate This Security shall be construed prior subject to the date of surrender provisions of the Warrant certificate Indenture relating to Global Securities, including the limitations in Section 305 thereof on transfers and exchanges of Global Securities. This Security is a Master Note and may be exchanged at any time, solely upon the request of the Bank to the Trustees, for exercise one or more Global Securities in accordance with the same aggregate principal amount, each of which may or may not be a Master Note, as requested by the Bank. Each such replacement Global Security that is a Master Note shall reflect such of the Supplemental Obligations as the Bank shall request. Each such replacement Global Security that is not a Master Note shall represent one (and only one) Supplemental Obligation as requested by the Bank, and such Global Security shall be appropriately modified so as to reflect the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Companysuch Supplemental Obligation.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the The Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Actattorney. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Warrant Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Warrant Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Warrant Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise PricePrice or exercise pursuant to Section 2). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant and At the Exercise Shares may only be transferred by the holder in accordance with the registration requirements option of the Act holder, Warrant Certificates may be exchanged or an exemption therefromtransferred for other Warrant Certificates for a like aggregate number of Warrants, upon surrender of the Warrant Certificates to be exchanged at the office of the Company or the Warrant Agent maintained for such purpose at the respective address therefor as provided in section 17.1, and in accordance with upon payment of the charges hereinafter provided. Whenever any other restrictions set forth herein Warrant Certificates are so surrendered for exchange or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraphtransfer, the Company shall from time execute, and an authorized signatory of the Warrant Agent shall manually countersign and deliver, the Warrant Certificates that the holder making the exchange is entitled to time register receive. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such registration of transfer or exchange. Every Warrant Certificate surrendered for registration of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied transfer or exchange shall (if so required by itthe Company or the Warrant Agent) be duly endorsed, or be accompanied by a written an instrument or instruments of transfer in form reasonably satisfactory to the Company and the Warrant Agent and duly executed, by the registered holder thereof or such holder's officer or representative duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Warrant Certificates. Any Warrant Certificate surrendered for registration of transfer, exchange or the exercise of the Warrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent. Any such Warrant Certificate shall not be reissued by the Company and, except as provided in this section 13 in case of an exchange or transfer, in section 12 in case of a mutilated Warrant Certificate and in section 3 in case of the exercise of less than all the Warrants represented thereby, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates in a manner reasonably satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the The Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Securities Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise PricePrice or exercise pursuant to Section 2). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding proceeding paragraph, the Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled canceled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant So long as any of the Notes remains unpaid, the Trust shall cause the Registrar to keep at its principal office referred to in Section 11.9 hereof (or at such other office of the Registrar within the State of New York as the Trust or the Registrar shall have identified by written notice to each of the Noteholders) a register in which shall be entered the names and addresses of all Noteholders and the Exercise Shares may only be transferred particulars of those Notes held by the them and of all transfers of such Notes. The holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with whose name any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Act. Upon any such registration of transfer, a new Warrant certificate(s) Note shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant so registered shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares treated as the owner thereof for all purposes of the date of Agreements and neither the surrender of this Warrant certificate (and payment of Trust nor the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company Registrar shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate For the purpose of any request, direction or consent hereunder, the Trust and the Registrar may deem and treat the holder of any Note as the owner thereof without production of such Note. Any Noteholder may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for transfer or exchange at said office of the Registrar; provided, however, that the proposed transfer or exchange does not violate the Securities Act of 1933, as amended, or any other applicable law relating to the sale of securities and the Trust may require, as a condition to the registration of any transfer, an opinion of counsel for the transferring Noteholder (which may be in-house counsel) to the effect that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and if applicable, any state securities law. If such opinion is not provided by in-house counsel and if the transfer shall be construed prior to an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended, the cost of such opinion shall be borne by the Trust. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to such holder, the Trust shall cause the Registrar to issue in exchange therefor another Note or Notes, dated the date to which interest has been paid on each Note surrendered or dated the date of surrender such surrendered Note if no interest has theretofore been paid thereon, for the same aggregate principal amount as the unpaid principal amount of the Warrant certificate for exercise Note or Notes so surrendered, having the same maturity date and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each such new Note shall be registered in accordance with the terms hereof name of such Person or Persons as conferring upon the holder hereof of such surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The Trust will pay or will cause the right Registrar to vote pay shipping and insurance charges, from and to each Noteholder's main office, involved in the exchange or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company transfer or any other matter, or rights whatsoever as stockholders of the CompanyNote.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the The Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, hereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Actattorney. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Warrant Shares. A Warrant certificate surrendered for exchange shall be cancelled canceled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Warrant Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Warrant Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.. 3

Transfer or Exchange. This Warrant and Subject to the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions on transfer set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraphAgreement and applicable securities law, the Company shall from time to time register the transfer of this Warrant certificate Certificate upon the records to be maintained by it for that purpose, upon surrender hereof, hereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Actattorney. Upon any such registration of transfer, a new Warrant certificate(sCertificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate Certificate shall be canceled by the Company. This Warrant certificate Certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate Certificate or other Warrant certificates Certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Warrant Shares. A Warrant certificate Certificate surrendered for exchange shall be cancelled canceled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Warrant Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate Certificate (and payment of the aggregate Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate Certificate shall be construed prior to the date of surrender of the Warrant certificate Certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders members or the election of directors of the Company or any other matter, or any rights whatsoever as stockholders shareholders of the Company.

Transfer or Exchange. This (a) Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the Exercise Shares may only be transferred by the holder Depository, in accordance with the registration requirements terms of this Agreement and the procedures of the Act Depository. (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for an Individual Warrant Certificate or Direct Registration Warrant. (i) Any Holder of a beneficial interest in any whole number of Warrants represented by a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Direct Registration Warrant or a Warrant represented by an exemption therefromIndividual Warrant Certificate. Upon receipt by the Warrant Agent (I) from the Depository or its nominee of written instructions or such other form of instructions as is customary for the Depository on behalf of any Person having a beneficial interest in a Global Warrant Certificate, and all other necessary information, and (II) of a written order of the Company signed by an Appropriate Officer authorizing such exchange, the Warrant Agent shall cause, in accordance with any other restrictions set forth herein the standing instructions and procedures existing between the Depository and the Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by an Individual Warrant Certificate or Direct Registration Warrant, as the case may be, to be issued in exchange for the beneficial interest of such Person in the Securities Purchase Agreement. Subject to compliance with Global Warrant Certificate and, following such reduction, (A) in the preceding paragraph, case of an exchange for an Individual Warrant Certificate (x) the Company shall issue and the Warrant Agent shall either manually or by facsimile countersign an Individual Warrant Certificate representing the appropriate number of Warrants and (y) the Warrant Agent shall deliver such Individual Warrant Certificate to the registered Holder thereof, or (B) in the case of an exchange for a Direct Registration Warrant, the Warrant Agent shall register such Direct Registration Warrants in accordance with such written instructions from time the Depository and deliver to time such holder a Warrant Statement. (ii) Warrants represented by an Individual Warrant Certificate issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be issued in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent. The Warrant Agent shall deliver Individual Warrant Certificates evidencing such issuance to the Persons in whose names such Individual Warrant Certificates are so issued. Direct Registration Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be registered in such names as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent. (c) Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants. When the registered Holder of an Individual Warrant Certificate or Direct Registration Warrant has presented to the Warrant Agent a written request: (i) to register the transfer of any Individual Warrant Certificate or Direct Registration Warrant; or (ii) to exchange any Individual Warrant Certificate or Direct Registration Warrant for a Direct Registration Warrant or an Individual Warrant Certificate, respectively, representing an equal number of Warrants of authorized denominations, the Warrant Agent shall register the transfer or make the exchange as requested if (x) its customary requirements for such transactions are met and (y) such transfer or exchange otherwise satisfies the provisions of this Agreement; provided, however, that the Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, accompanied (if so required by it) by Agent has received a written instrument or instruments instruction of transfer or exchange, as applicable, in form satisfactory to the CompanyWarrant Agent, properly completed and duly executed by the registered holder hereof or by the duly appointed legal representative Holder thereof or by a his attorney, duly authorized attorney in writing and a written order of the Company signed by an opinion Appropriate Officer authorizing such exchange. A party requesting transfer of counsel Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. (d) Restrictions on Transfer and Exchange of Individual Warrant Certificates or Direct Registration Warrants for a Beneficial Interest in a Global Warrant Certificate. Neither an Individual Warrant Certificate nor a Direct Registration Warrant may be exchanged for a beneficial interest in a Global Warrant Certificate pursuant to this Agreement except upon satisfaction of the requirements set forth below. Upon receipt by the Warrant Agent of appropriate instruments of transfer with respect to an Individual Warrant Certificate or Direct Registration Warrant, in form and substance satisfactory to the Company that Warrant Agent, together with written instructions directing the Warrant Agent to make, or to direct the Depository to make, an endorsement on the applicable Global Warrant Certificate to reflect an increase in the number of Warrants represented by such transfer may be effected under the Act. Upon any such registration of transfer, a new Global Warrant certificate(s) shall be issued Certificate equal to the transferee(s) number of Warrants represented by such Individual Warrant Certificate or Direct Registration Warrant, and all other necessary information, then the Warrant Agent shall cancel such Individual Warrant Certificate or Direct Registration Warrant on the Warrant Register and cause, or direct the Depository to cause, in accordance with the standing instructions and procedures existing between the Depository and the surrendered Warrant certificate shall be canceled by Agent, the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise SharesWarrants represented by such Global Warrant Certificate to be increased accordingly. A If no Global Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this WarrantCertificates are then outstanding, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, Agent shall either manually or by facsimile countersign a certificate or certificates for new Global Warrant Certificate representing the appropriate number of full Exercise Shares issuable upon the exercise of this WarrantWarrants. This Warrant Any such transfer shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution subject to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed Company’s prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the Companywritten approval.

Transfer or Exchange. This Warrant and the Exercise any Warrant Shares may only be transferred by the holder in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, hereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance reasonably satisfactory to the Company that such transfer may be effected under the Securities Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Warrant Shares. A Warrant certificate surrendered for exchange shall be cancelled canceled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Warrant Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Warrant Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant and the Exercise Shares Bond may only be transferred or exchanged by the holder in accordance with registered owner hereof, but only upon the registration requirements books of the Act or an exemption therefromIssuer kept by the Trustee, and in accordance with any other restrictions set forth herein or in upon the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the Company shall from time to time register the transfer surrender of this Warrant certificate upon the records to be maintained by it for that purposeBond, upon surrender hereof, accompanied (if so required by it) by together with a written instrument or instruments of transfer in form or exchange satisfactory to the Company, Trustee duly executed by the registered holder hereof owner or the registered owner's attorney duly authorized in writing, and thereupon a Bond or Bonds of any denomination or denominations authorized by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel Indenture in form and substance satisfactory to the Company that such transfer may be effected under the Act. Upon any such registration of transfer, a new Warrant certificate(s) same aggregate principal amount shall be issued to the transferee(stransferee or registered owner in exchange therefor. Following such assignment the Trustee may authenticate and deliver a new Bond or Bonds, as appropriate, to the purchaser or purchasers thereof. THE REGISTERED OWNER OF THIS BOND, BY PURCHASE AND ACCEPTANCE OF THIS BOND, HEREBY IRREVOCABLY APPOINTS THE TRUSTEE AS ITS DULY AUTHORIZED ATTORNEY-IN-FACT FOR THE PURPOSES OF ASSIGNMENT, ENDORSEMENT, CERTIFICATION, EXECUTION OR ACKNOWLEDGEMENT THAT THE REGISTERED OWNER IS HOLDING THIS BOND FOR THE BENEFIT OF THE PURCHASER OR PURCHASERS, REGISTRATION OF TRANSFER AND DELIVERY OF BONDS IN THE EVENT OF A MANDATORY OR OPTIONAL PURCHASE OF THE BONDS. THE TRUSTEE'S POWER OF ATTORNEY HEREUNDER IS COUPLED WITH AN INTEREST. THE TRUSTEE SHALL NOTIFY BY FIRST CLASS MAIL THE REGISTERED OWNER OF AN UNDELIVERED BOND THAT THE TRUSTEE HAS ACTED PURSUANT TO SUCH POWER OF ATTORNEY TO TRANSFER THE UNDELIVERED BOND ON THE APPLICABLE CONVERSION DATE, PROPOSED CONVERSION DATE, SUBSTITUTION DATE OR PURCHASE DATE. IN THE EVENT OF A MANDATORY OR OPTIONAL PURCHASE, ANY UNDELIVERED BOND (AS DEFINED IN THE INDENTURE) SHALL NO LONGER EVIDENCE THE DEBT OF THE ISSUER, AND THE REGISTERED OWNER THEREOF SHALL BE ENTITLED ONLY TO PAYMENT OF THE PURCHASE PRICE FOR THE UNDELIVERED BOND UPON SURRENDER THEREOF TO THE TRUSTEE FROM THE FUNDS HELD IN THE FUND ESTABLISHED FOR SUCH PURPOSE AND MAINTAINED BY THE TRUSTEE AND SHALL NOT BE ENTITLED TO ANY FURTHER INTEREST THEREON. The registration and registration of transfer of this Bond is subject to a charge by the surrendered Warrant certificate Trustee sufficient to cover any governmental tax or fee in connection therewith. Neither the Issuer nor the Trustee shall be canceled by required (i) to register, transfer or exchange Bonds for a period of 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate first publication or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment mailing of any taxes as provided herein, upon an exercise notice of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matterredemption, or rights whatsoever as stockholders of the Company(ii) to transfer or exchange any Bonds called for redemption.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the The Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, hereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Actattorney. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Warrant Shares. A Warrant certificate surrendered for exchange shall be cancelled canceled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Warrant Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Warrant Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders members or the election of directors managers of the Company or any other matter, or any rights whatsoever as stockholders members of the Company.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or As provided in the Securities Purchase Agreement. Subject Indenture and subject to compliance with the preceding paragraphcertain limitations therein set forth, the Company shall from time to time register the transfer of this Warrant certificate upon Security is registrable in the records to be maintained by it for that purposeSecurity Register, upon surrender hereofof this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Securities are issuable only in registered form without coupons in “Authorized Denominations,” which term shall have the following meaning. For each Security having a principal amount payable in U.S. dollars, the Authorized Denominations shall be $_____ and multiples thereof. For each Security having a principal amount payable in a Required Currency other than U.S. dollars, the Authorized Denominations shall be the amount of such Required Currency equivalent, at the Exchange Rate on the first Business Day next preceding the date on which the Company accepts the offer to purchase such Security, to $_____ and any multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of the such Securities exchanged and of like tenor of a different Authorized Denomination, as requested by the registered holder hereof or by Holder surrendering the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may same. No service charge shall be effected under the Act. Upon made for any such registration of transfer or exchange of Securities as provided above, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at , the option Guarantor, the Trustee and any agent of the holder hereofCompany, when surrendered to the Company at its office Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for another Warrant certificate all purposes, whether or other Warrant certificates of the like tenor not this Security be overdue, and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by neither the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company Guarantor, the Trustee nor any such agent shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate This Security shall be construed prior subject to the date of surrender provisions of the Warrant certificate for exercise Indenture relating to Global Securities, including the limitations in accordance with the terms hereof as conferring Section 305 thereof on transfers and exchanges of Global Securities. This Security is a Master Note and may be exchanged at any time, solely upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors request of the Company to the Trustee, for one or any other mattermore Global Securities in the same aggregate principal amount, each of which may or rights whatsoever may not be a Master Note, as stockholders requested by the Company. Each such replacement Global Security that is a Master Note shall reflect such of the Supplemental Obligations as the Company shall request. Each such replacement Global Security that is not a Master Note shall represent one (and only one) Supplemental Obligation as requested by the Company, and such Global Security shall be appropriately modified so as to reflect the terms of such Supplemental Obligation.

Transfer or Exchange. This Warrant and the Exercise any Warrant Shares may only be transferred by the holder in accordance with the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom, and in accordance with any other restrictions set forth herein or in the Securities Purchase Agreement. Subject to compliance with the preceding paragraph, the Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purpose, upon surrender hereof, hereof accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Securities Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Warrant Shares. A Warrant certificate surrendered for exchange shall be cancelled canceled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Warrant Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Warrant Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise PricePrice or cashless exercise election). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.

Transfer or Exchange. This Warrant and the Exercise Shares may only be transferred by the holder in accordance with the registration requirements of the Act or an exemption therefrom, and in accordance with any other restrictions set forth herein or As provided in the Securities Purchase Agreement. Subject Indenture and subject to compliance with the preceding paragraphcertain limitations therein set forth, the Company shall from time to time register the transfer of this Warrant certificate upon Security is registrable in the records to be maintained by it for that purposeSecurity Register, upon surrender hereofof this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to the Company, Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of Authorized Denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. Securities are issuable only in registered form without coupons in “Authorized Denominations,” which term shall have the following meaning. For each Security having a principal amount payable in U.S. dollars, the Authorized Denominations shall be $ and multiples thereof. For each Security having a principal amount payable in a Required Currency other than U.S. dollars, the Authorized Denominations shall be the amount of such Required Currency equivalent, at the Exchange Rate on the first Business Day next preceding the date on which the Company accepts the offer to purchase such Security, to $ and any multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of the such Securities exchanged and of like tenor of a different Authorized Denomination, as requested by the registered holder hereof or by Holder surrendering the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may same. No service charge shall be effected under the Act. Upon made for any such registration of transfer or exchange of Securities as provided above, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at , the option Guarantor, the Trustee and any agent of the holder hereofCompany, when surrendered to the Company at its office Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for another Warrant certificate all purposes, whether or other Warrant certificates of the like tenor not this Security be overdue, and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by neither the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company Guarantor, the Trustee nor any such agent shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the holder and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Nothing contained in this Warrant certificate This Security shall be construed prior subject to the date of surrender provisions of the Warrant certificate for exercise Indenture relating to Global Securities, including the limitations in accordance with the terms hereof as conferring Section 305 thereof on transfers and exchanges of Global Securities. This Security is a Master Note and may be exchanged at any time, solely upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors request of the Company to the Trustee, for one or any other mattermore Global Securities in the same aggregate principal amount, each of which may or rights whatsoever may not be a Master Note, as stockholders requested by the Company. Each such replacement Global Security that is a Master Note shall reflect such of the Supplemental Obligations as the Company shall request. Each such replacement Global Security that is not a Master Note shall represent one (and only one) Supplemental Obligation as requested by the Company, and such Global Security shall be appropriately modified so as to reflect the terms of such Supplemental Obligation.

Transfer or Exchange. This (a) Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant Certificates or beneficial interests therein shall be effected through the Depository, in accordance with this Agreement and the Exercise Shares may only be transferred procedures of the Depository therefor. (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for an Individual Warrant Certificate. (i) Any Holder of a beneficial interest in any whole number of Warrants represented by a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Warrant represented by an Individual Warrant Certificate. Upon receipt by the holder Warrant Agent from the Depositary or its nominee of written instructions or such other form of instructions as is customary for the Depositary on behalf of any Person having a beneficial interest in a Global Warrant Certificate, and all other necessary information, the Warrant Agent shall cause, in accordance with the registration requirements standing instructions and procedures existing between the Depositary and the Warrant Agent, the number of Warrants represented by the Act or Global Warrant Certificate to be reduced by the number of Warrants to be represented by an exemption therefrom, and Individual Warrant Certificate to be issued in accordance with any other restrictions set forth herein or exchange for the beneficial interest of such Person in the Securities Purchase Agreement. Subject to compliance with the preceding paragraphGlobal Warrant Certificate and, the Company shall from time to time register the transfer of this Warrant certificate upon the records to be maintained by it for that purposefollowing such reduction, upon surrender hereof, accompanied (if so required by itx) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder hereof or by the duly appointed legal representative thereof or by a duly authorized attorney and an opinion of counsel in form and substance satisfactory to the Company that such transfer may be effected under the Act. Upon any such registration of transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and the surrendered Warrant certificate shall be canceled by the Company. This Warrant certificate may be exchanged at the option of the holder hereof, when surrendered to the Company at its office for another Warrant certificate or other Warrant certificates of the like tenor and representing a Warrant with respect to a like aggregate number of Exercise Shares. A Warrant certificate surrendered for exchange shall be cancelled by the Company. Subject to the payment of any taxes as provided herein, upon an exercise of this Warrant, the Company shall issue and cause the Warrant Agent shall either manually or by facsimile countersign an Individual Warrant Certificate representing the appropriate number of Warrants and (y) the Warrant Agent shall deliver such Individual Warrant Certificate to the registered Holder thereof. (ii) Warrants represented by an Individual Warrant Certificate issued in exchange for a beneficial interest in a Global Warrant Certificate pursuant to this Section 4(b) shall be delivered with all reasonable dispatch to or upon the written order of the holder and issued in such name or names as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant holder may designateAgent; provided, a certificate or certificates for the number of full Exercise Shares issuable upon the exercise of this Warrant. This Warrant shall be deemed to have been exercised and any Person so designated to be named therein shall be deemed to have become a holder of record of that such Exercise Shares as of the date of the surrender of this Warrant certificate (and payment of the Exercise Price). The Company may deem and treat the registered holder hereof as the absolute owner of this Warrant (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder hereof, and for all other purposes, and the Company name shall not be affected by any notice that of a Person to whom the Holder would not have been permitted to sell or otherwise transfer Warrants pursuant to Section 4(g) if such exchange was a transfer of Warrants. The Warrant Agent shall deliver Individual Warrant Certificates evidencing such issuance to the contrary. Nothing contained Persons in this whose names such Individual Warrant certificate shall be construed prior to the date of surrender of the Warrant certificate for exercise in accordance with the terms hereof as conferring upon the holder hereof the right to vote or to consent or to receive notice as members in respect of the meetings of stockholders or the election of directors of the Company or any other matter, or rights whatsoever as stockholders of the CompanyCertificates are so issued.