Common use of Warrant Agent Clause in Contracts

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes the Warrant Agent and/or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gk) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or its Affiliates or become pecuniarily interested in any transaction transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company, Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityPerson. (l) No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving written notice to the Company. The Company may remove the Warrant Agent upon written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the Company’s expense, cause to be mailed (by first class mail, postage prepaid) to each Holder of a Warrant at such Holder’s last address as shown on the register of the Company maintained by the Warrant Agent a copy of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 14(l), however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. (m) Any corporation into which the Warrant Agent or any new warrant agent may be merged or converted or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 14(l) or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in accordance with Section 13.

Warrant Agent. a. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company in accordance with this Agreement and the Warrant Agent hereby accepts such appointment, . b. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrantany Warrants, shall be bound: (a1) Statements The statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by the Warrant Agentit. (b2) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c3) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d4) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e5) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement including fees for exercise of the Warrants, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's negligence negligence, bad faith or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagewillful misconduct. (g6) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h7) The Warrant Agent and any shareholderstockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (8) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares of Common Stock, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Agreement or any of the terms hereof, unless evidenced by a writing between the Company and the Warrant Agent. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement and the performance of its responsibilities hereunder, to reimburse the Warrant Agent for all expenses, taxes (including withholding taxes) and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the execution, delivery and performance of its responsibilities under this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its the execution, delivery and performance of its responsibilities under this Agreement, Agreement except as a result of the Warrant Agent's its gross negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Except as prohibited by law, the Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) In the absence of bad faith on its part, the Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Warrant Agreement. However, the Warrant Agent shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Agreement. (k) The Warrant Agent may rely and shall be fully protected in relying upon any document believed by it to be genuine and to have been signed or presented by the proper person.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes only the agent of the Company, duties and the obligations expressly imposed by this Warrant Agent hereby accepts such appointment, Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The Warrant Agent may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by or who may be an employee of the Warrant Agent or one of its affiliates), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability and of information therein contained) which is believed by the Warrant Agent, in good faith, to be genuine and to be signed or presented by the proper person or persons as set forth in Section 17(d). (b) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. (c) The statements contained in this Agreement herein and in the Global Warrant Certificates shall be taken as deemed to be statements of the CompanyCompany only. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same and shall not be required to verify the same. (d) Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent and/or for deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action taken hereunder, such fact or matter may be deemed to be taken conclusively proved and established by a certificate signed by the Company’s Chairman of the Board, Chief Executive Officer, President or any Vice President and delivered to the Warrant Agent; and in reliance upon such certificate, the Warrant Agent shall take any action or omit to take any action authorized under the provisions of this Warrant Agreement. In the event the Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following prior written notice to the Company, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent. (be) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Warrant Agreement (including, without limitation, any adjustment of the Exercise Price pursuant to Section 12 hereof, the authorization or reservation of shares of Common Stock pursuant to Section 11 hereof, and the due execution and delivery by the Company of this Warrant Agreement or any Global Warrant Certificate) or in the Global Warrant CertificatesCertificates to be complied with by the Company. (cf) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), Company or an employee of the Warrant Agent) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (dg) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon on any Global Warrant Certificate, Warrant Statement, certificate representing shares of Common Stock, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Warrant Agreement or any of the terms hereof, unless evidenced by a writing between and signed by, the Company and the Warrant Agent. The Warrant Agent shall not be required to take instructions or directions except those given in accordance with this Warrant Agreement. (eh) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company or the holders of the Warrants resulting from any such act, default, neglect or unintentional misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a final non-appealable order of a court of competent jurisdiction) in the selection and continued employment or engagement thereof. (i) The Warrant Agent will not be under any duty or responsibility to insure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Global Warrant Certificates. (j) The Warrant Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including, without limitation, any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication). (k) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the preparation, delivery, administration and execution of this Warrant Agreement and the exercise and performance of its duties hereunder, to reimburse the Warrant Agent for all expensesreasonable expenses (including reasonable counsel fees), taxes (including withholding taxes) and governmental charges and all other charges of any kind or and nature actually incurred by the Warrant Agent in the execution, delivery and performance of its responsibilities under this Agreement. (f) The Company shall Warrant Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent, or any person acting on behalf of the Warrant Agent, in connection with its the execution, delivery and performance of its responsibilities under this Agreement, Warrant Agreement except as a result of the Warrant Agent's negligence its gross negligence, bad faith or bad faith. In no case shall the Warrant Agent be liable for specialwillful misconduct (each as determined by a final, indirect, incidental or consequential loss or damage non-appealable order of any kind whatsoever, even if the Warrant Agent has been advised a court of the likelihood of such loss or damagecompetent jurisdiction). (gl) The Warrant Agent Agent, shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more holders of Global Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Warrant Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hm) The Except as otherwise prohibited by applicable law, the Warrant Agent Agent, and any shareholdermember, stockholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (n) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement, except for its own gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable order of a court of competent jurisdiction); provided that in no event shall the Warrant Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, lost profits). Any liability of the Warrant Agent under this Agreement, except for liability arising out of, or in connection with, the gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable order of a court of competent jurisdiction) of the Warrant Agent, will be limited to the amount of aggregate fees paid by the Company to the Warrant Agent. (o) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant to make or cause to be made any adjustment of the Exercise Price or number of the shares of Common Stock or other securities or property deliverable as provided in this Warrant Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any shares of Common Stock or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such shares of Common Stock or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. The Warrant Agent shall not be accountable to confirm or verify the accuracy or necessity of any calculation. (p) The Company agrees to perform, execute and acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. (q) The Warrant Agent shall have no responsibility or liability with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make or be liable for any adjustments required under any provision hereof, including but not limited to Section 11 hereof, or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable. (r) Notwithstanding anything to the contrary contained herein, the Company shall make all determinations with respect to Cashless Exercises, and the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company determination regarding the number of Shares to be issued in the event of a Cashless Exercise is accurate or correct. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall also have no duty or obligation to investigate or confirm whether any determination of the Exercise Amount under Section 8 is correct or accurate. (s) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights, except to the extent otherwise expressly set forth herein. (t) Notwithstanding the foregoing, nothing in this Section 17 shall relieve the Warrant Agent from any liability arising from the Warrant Agent’s transfer of any Warrant without obtaining confirmation from the Company as described in Section 6 hereof. (u) All rights and obligations contained in this Section 17 and Section 18 hereof shall survive the termination of this Warrant Agreement and the resignation, replacement or removal of the Warrant Agent.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company from the Chief Executive Officer, the President, the Chief Financial Officer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may, at its own expense, consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (fk) The Company shall indemnify No resignation or removal of the Warrant Agent and hold it harmless against any no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all liabilities, including judgments, costs further duties and counsel fees, incurred in connection with its performance of this Agreement, liability hereunder (except liability arising as a result of the Warrant Agent's negligence ’s own gross negligence, bad faith or bad faithwillful misconduct) after giving 60 days prior written notice to the Company. In no case shall The Company may remove the Warrant Agent be liable for specialupon written notice, indirect, incidental or consequential loss or damage of any kind whatsoever, even if and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been advised of the likelihood notified in writing of such loss or damage. (g) The resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant (if such Holder first submits his, her or its Warrant Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new warrant agent, provided that, for purposes of this Agreement, the Company shall be under no obligation deemed to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish be the Warrant Agent until a new warrant agent is appointed. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with reasonable security the same powers, rights, duties and indemnity responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this subsection 14(k), however, or any costs and expenses which may be incurred in connection with such actiondefect therein, suit or legal proceeding, but this provision shall not affect the power legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. The Company shall, or shall cause the successor Warrant Agent to, deliver to take each Holder at such action Holder’s last address as shown on the register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor Warrant Agent’s address for communication. (l) Any corporation into which the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants new warrant agent may be enforced by merged or converted or any corporation resulting from any consolidation to which the Warrant Agent without the possession of or any of the Warrant Certificates new warrant agent shall be a party or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 14(k) above or (ii) is a shareholder, director, officer or employee wholly owned subsidiary of such the Warrant Agent. Nothing herein shall preclude the Any such successor Warrant Agent from acting shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in any other capacity for the Company or for any other legal entityaccordance with Section 14 above.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company from the Chief Executive Officer, the President, the Chief Financial Officer, any Senior Vice President, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may, at its own expense, consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, defend and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement, with such indemnification including the payment of Warrant Agent’s reasonable costs and fees of counsel as they are incurred in any defense or response to any claim made against the Warrant Agent concerning the subject matter of this Agreement. (fk) [Reserved]. (l) The Company shall indemnify the Warrant Agent may resign its duties and hold it harmless against any be discharged from all further duties and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, liability hereunder (except liability arising as a result of the Warrant Agent's negligence ’s own gross negligence, bad faith or bad faithwillful misconduct) upon the Company’s material breach of this Agreement which remains uncured for a period of three (3) days after Company’s receipt of written notice of such breach by Warrant Agent, or after giving 30 days prior written notice to the Company. In no case shall The Company may remove the Warrant Agent be liable for specialupon written notice, indirect, incidental or consequential loss or damage of any kind whatsoever, even if and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been advised of the likelihood notified in writing of such loss or damage. (g) The resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant (if such Holder first submits his, her or its Warrant Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new warrant agent, provided that, for purposes of this Agreement, the Company shall be under no obligation deemed to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish be the Warrant Agent until a new warrant agent is appointed. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with reasonable security the same powers, rights, duties and indemnity responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 15(l), however, or any costs and expenses which may be incurred in connection with such actiondefect therein, suit or legal proceeding, but this provision shall not affect the power legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. The Company shall, or shall cause the successor Warrant Agent to, deliver to take each Holder at such action Holder’s last address as shown on the register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor Warrant Agent’s address for communication. (m) Any corporation into which the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants new warrant agent may be enforced by merged or converted or any corporation resulting from any consolidation to which the Warrant Agent without the possession of or any of the Warrant Certificates new warrant agent shall be a party or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 15(l) above or (ii) is a shareholder, director, officer or employee wholly owned subsidiary of such the Warrant Agent. Nothing herein shall preclude the Any such successor Warrant Agent from acting shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in any other capacity for the Company or for any other legal entityaccordance with Section 14 above.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, express duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions (and no duties or obligations shall be inferred), by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements and recitals contained in this Agreement herein and in the Warrant Certificates Warrants shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility and shall not be liable for the correctness of any of the same except such as describe the Warrant Agent. The Warrant Agent assumes no responsibility hereunder only for with respect to the correctness distribution of any statement which describes the Warrant Agent and/or for action taken or to be taken by the Warrant AgentWarrants except as herein otherwise expressly provided. (b) The Warrant Agent has no duty to determine when an adjustment under Article VI should be made, how any such adjustment should be made or what any such adjustment should be. Nor shall the Warrant Agent have any obligation hereunder to determine whether an adjustment event has occurred. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall have no obligation under this Agreement to calculate, confirm, investigate or verify the accuracy of the correctness of, the number of Warrant Shares issuable in connection with any exercise hereunder. (c) The Warrant Agent shall not be accountable with respect to (i) the validity, value, kind or amount of any Warrant Shares, securities or property which may be issued or delivered at any time upon the exercise of any Warrant or (ii) whether any such Warrant Shares or other securities will, when issued, be validly issued, fully paid and nonassessable; and in each case, makes no representation with respect thereto. (d) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesWarrants. (ce) The Warrant Agent may rely on, and will be held harmless, indemnified and protected and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, instrument, instruction, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document from the Company with respect to any matter relating to its acting as Warrant Agent hereunder believed by it to be genuine and to have been signed or presented by the proper Person. The Warrant Agent need not investigate any fact or matter stated in the document. The Warrant Agent, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. The Warrant Agent shall not be held to have notice of any change of authority of any Person, until receipt of written notice thereof from the Company. (f) The Warrant Agent may consult at with legal counsel, and the advice of such counsel or any time with counsel satisfactory Opinion of Counsel will be full and complete authorization and protection to it (who may be counsel for the Company), Warrant Agent and the Warrant Agent shall will incur no liability for or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good the absence of willful misconduct, bad faith and in accordance with the opinion or the advice gross negligence (each as determined by a final judgment of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment a court of such counsel. (dcompetent jurisdiction) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagethereon. (g) The Warrant Agent shall may act through its attorneys and agents and will not be under no obligation to institute any action, suit responsible for the misconduct or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession negligence of any agent absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery a court of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth competent jurisdiction) in the Warrant Certificatesappointment of such agent. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. No provision of this Agreement shall be construed to relieve the Warrant Agent from liability for its own gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). (i) The Warrant Agent shall not have any shareholderduty or responsibility in the case of the receipt of any written demand from any Holder of Warrants with respect to any action or default by the Company, directorincluding any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. (j) The Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it to expense or liability or to a risk of incurring expense or liability, officer unless it has been furnished with assurances of repayment or employee of indemnity satisfactory to it; provided, further, that the Warrant Agent may buyin any event resign pursuant to Section 7.04(i) instead of taking any such action. (k) The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Commission or this Agreement, sell including obligations under applicable regulation or deal in law. (l) The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (m) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship of agency or trust with any of the Warrants owners or holders of the Warrants. The Warrant Agent shall not be charged with knowledge or notice of any fact or circumstance not expressly set forth herein, and shall not be bound by the provisions of any other agreement or document (including, but not limited to, the Purchase Agreement) among the Company and the Holders except this Agreement. (n) The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (i) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other securities comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (ii) any law, act, regulation or any interpretation of the Companysame even though such law, act, or become pecuniarily interested in any transaction in which regulation may thereafter have been altered, changed, amended or repealed. (o) In the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude event the Warrant Agent from acting believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other capacity communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, any Holder of a Warrant or any other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or for any other legal entityuncertainty to the reasonable satisfaction of Warrant Agent. (p) The provisions of this Section 7.01, Section 7.02 and Section 7.03 will survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation, replacement or removal of the Warrant Agent.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The , and the Warrant Agent assumes no responsibility hereunder only for the correctness accuracy of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. Except as herein otherwise provided, the Warrant AgentAgent assumes no responsibility with respect to the execution, delivery or distribution of the Warrant Certificates. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to any holder of a Warrant to make or cause to be made any adjustment in any Exercise Price, in the number of shares of Common Stock issuable upon exercise of any Warrant (except as instructed by the Company), the number of Warrants outstanding, or to determine whether any facts exist which may require any such adjustments, or with respect to the nature or extent of or method employed in making any such adjustments when made. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent under this Agreement, to reimburse the Warrant Agent upon demand for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance of its duties under this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilitieslosses, liabilities and expenses, including judgments, costs and reasonable counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent arising out of or in connection with its performance of this Agreement, Agreement except as a result of the Warrant Agent's its gross negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and or expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnityincurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of or judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it they were not the Warrant Agent under this Agreement Agreement, or a shareholder, stockholder director, officer or employee of such the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith. (i) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. (j) The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof), nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Amount or the number of shares of Common Stock issuable upon exercise of any Warrant. (k) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company and the Warrant Agent hereby accepts such appointment, appointment upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warranthis/her Warrants, shall be bound: (a) a. Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which of the same except such as describes the Warrant Agent and/or or for action taken or to be taken by the Warrant Agent. (b) b. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) c. The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered suffered, or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) d. The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiverwavier, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) e. The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges charge and all other charges of any kind or in nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of for this Agreement, Agreement except as a result of the Warrant AgentAgents's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) f. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit suite or legal proceeding, but this provision shall not affect effect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced endorsed by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial trail or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests interest may appear, subject to the terms set forth in the Warrant Certificates. (h) g. The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract contact with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company's obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent's reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes only the agent of the Company, duties and obligations expressly imposed by this Agreement and the Warrant Agent hereby accepts such appointmentCertificate, in each case upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The , and the Warrant Agent assumes no responsibility hereunder only for the correctness accuracy of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. Except as otherwise provided herein, the Warrant AgentAgent assumes no responsibility with respect to the execution, delivery or distribution of the Warrant Certificates. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company, nor shall it at any time be under any duty or responsibility to any holder of a Warrant to make or cause to be made any adjustment in any Exercise Price or in the number of Shares issuable upon exercise of any Warrant (except as instructed by the Company), or to determine whether any facts exist that may require any such adjustments, or with respect to the nature or extent of or method employed in making any such adjustments when made. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may also be counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care absent gross negligence, bad faith or willful misconduct (each as determined by a final order, judgment, ruling or decree of a court of competent jurisdiction) in the selection and continued employment retention of such counsel and the reliance on such counsel’s advice. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent under this Agreement, to reimburse the Warrant Agent upon demand for all reasonable expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilitieslosses, liabilities and reasonable expenses, including judgments, damages, fines, penalties, claims, demands, settlements, costs and reasonable counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent arising out of or in connection with its performance of this Agreement, Agreement except as a result of the Warrant Agent's negligence its gross negligence, bad faith or bad faithwillful misconduct (each as determined by a final order, judgment, ruling or decree of a court of competent jurisdiction). In no case shall The reasonable costs and expenses incurred by the Warrant Agent in enforcing the right to indemnification shall be liable for specialpaid by the Company unless it is determined by a final order, indirectjudgment, incidental decree or consequential loss or damage ruling of any kind whatsoever, even if a court of competent jurisdiction that the Warrant Agent has been advised of the likelihood of such loss is not entitled to indemnification due to its gross negligence, bad faith or damagewillful misconduct. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders shall furnish Certificates furnishes the Warrant Agent with reasonable security and indemnity for any costs and or expenses which that may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnityincurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of or judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, affiliate, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be is interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were was not the Warrant Agent under this Agreement Agreement, or a shareholderstockholder, director, officer or employee of such the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except in connection with its own gross negligence, bad faith or willful misconduct (each as determined by a final order, judgment, decree or ruling of a court of competent jurisdiction). In no event will the Warrant Agent be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the possibility of such loss or damage. Any liability of the Warrant Agent under this Agreement to the Company will be limited to the amount of fees paid by the Company to the Warrant Agent. (i) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. (j) The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due and validly authorized execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its due and validly authorized countersignature thereof), nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Price or the number of Shares issuable upon exercise of any Warrant. (k) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Warrant Agent and the Warrant Agent shall not be liable for any action taken, suffered to be taken, or omitted to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. (m) If the Warrant Agent shall receive any notice or demand (other than notice of or demand for exercise of Warrants) addressed to the Company by the holder of the Warrant Certificates pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company. (n) The provisions of this Section 18 shall survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation or removal of the Warrant Agent.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the CompanyCompany and the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken or to be Table of Contents taken by it. The Warrant Agent assumes no responsibility hereunder only for with respect to the correctness distribution of any statement which describes the Warrant Agent and/or for action taken or to be taken by the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Table of Contents Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(e) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Agreement or any of the terms hereof, unless evidenced by a writing between the Company and the Warrant Agent. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes (including withholding taxes) and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the execution, delivery and performance of its responsibilities under this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its the execution, delivery and performance of its responsibilities under this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of or judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Except as may be limited by applicable law, the Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Rate or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, President, Chief Financial Officer, any Vice President, the Treasurer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gk) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or its Affiliates or become pecuniarily interested in any transaction transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company, Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityPerson. (l) No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving written notice to the Company. The Company may remove the Warrant Agent upon written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the Company’s expense, cause to be mailed (by first class mail, postage prepaid) to each Holder of a Warrant at such Holder’s last address as shown on the register of the Company maintained by the Warrant Agent a copy of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 14(l), however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. (m) Any corporation into which the Warrant Agent or any new warrant agent may be merged or converted or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 14(l) or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in accordance with Section 13.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, the President, any Vice President, the Treasurer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gk) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or its Affiliates or become pecuniarily interested in any transaction transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company, Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityPerson. (l) No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving written notice to the Company. The Company may remove the Warrant Agent upon written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the Company’s expense, cause to be mailed (by first class mail, postage prepaid) to each Holder of a Warrant at such Holder’s last address as shown on the register of the Company maintained by the Warrant Agent a copy of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 14(l), however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. (m) Any corporation into which the Warrant Agent or any new warrant agent may be merged or converted or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 14(l) or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in accordance with Section 13.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements 15.1 The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) 15.2 The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) 15.3 The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) 15.4 The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) 15.5 The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15.5 shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (g) 15.6 The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) 15.7 The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 15.8 The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. 15.9 The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. 15.10 Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15.10 shall affect the Company’s obligation under Section 6.5 to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. 15.11 Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. 15.12 No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. 15.13 In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints (a) MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT. (i) Any corporation into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to act as the agent of the Company, and which the Warrant Agent hereby accepts such appointmentshall be a party, upon or any corporation succeeding to the following terms and conditions by all corporate trust business of which the Company and every Warrant Holder, by acceptance of a WarrantAgent, shall be bound: (a) Statements contained in the successor to the Warrant Agent hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto; PROVIDED, HOWEVER, that such successor corporation must be otherwise eligible for appointment as a Warrant Agent hereunder. In the event that at the time such successor to the Warrant Agent shall succeed to the agency created by this Agreement and in any of the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes the Warrant Agent and/or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signedcountersigned but not delivered, sent or presented by the proper party or parties. (e) The Company agrees to pay any such successor to the Warrant Agent may adopt the amount(s) described countersignature of such predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in Schedule A to this Agreement for the services rendered by event that at the time of such succession any of the Warrant Agent. The Company Certificates shall also reimburse not have been countersigned, any such successor to the Warrant Agent for all expenses, taxes and governmental charges and all other charges may countersign such Warrant Certificates either in the name of any kind or nature incurred by the such predecessor Warrant Agent or in the performance name of such successor Warrant Agent; and in any event, all such Warrant Certificates shall have the full force and effect provided in such Warrant Certificates and in this Agreement. (fii) The Company shall indemnify In the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof that at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by time the name of the Warrant Agent shall be brought in its name as Warrant Agent, changed and any recovery of judgment shall be for the ratable benefit at such time one or more of the Warrant Holders as their respective rights or interests may appearCertificates shall have been countersigned but not delivered, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; in the event that at that time one or deal in any more of the Warrants or other securities of the CompanyWarrant Certificates shall not have been countersigned, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting may countersign such Warrant Certificates either in any other capacity for its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the Company or for any other legal entity.full force and effect provided in such Warrant Certificates and in this

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company and the Warrant Agent hereby accepts such appointment, appointment upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warranthis Warrant Certificates, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates Certificate shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which of the same except such as describes the Warrant Agent and/or or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's ’s covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of for this Agreement, Agreement except as a result of the Warrant Agent's ’s gross negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental faith or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagewillful misconduct. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Class C Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests interest may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Class C Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company from the Chief Executive Officer, the President, the Chief Financial Officer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may, at its own expense, consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (fk) The Company shall indemnify No resignation or removal of the Warrant Agent and hold it harmless against any no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all liabilities, including judgments, costs further duties and counsel fees, incurred in connection with its performance of this Agreement, liability hereunder (except liability arising as a result of the Warrant Agent's negligence ’s own gross negligence, bad faith or bad faithwillful misconduct) after giving 60 days prior written notice to the Company. In no case shall The Company may remove the Warrant Agent be liable for specialupon written notice, indirect, incidental or consequential loss or damage of any kind whatsoever, even if and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been advised of the likelihood notified in writing of such loss or damage. (g) The resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant (if such Holder first submits his, her or its Warrant Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new warrant agent, provided that, for purposes of this Agreement, the Company shall be under no obligation deemed to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish be the Warrant Agent until a new warrant agent is appointed. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with reasonable security the same powers, rights, duties and indemnity responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this subsection 15(k), however, or any costs and expenses which may be incurred in connection with such actiondefect therein, suit or legal proceeding, but this provision shall not affect the power legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. The Company shall, or shall cause the successor Warrant Agent to, deliver to take each Holder at such action Holder’s last address as shown on the register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor Warrant Agent’s address for communication. (l) Any corporation into which the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants new warrant agent may be enforced by merged or converted or any corporation resulting from any consolidation to which the Warrant Agent without the possession of or any of the Warrant Certificates new warrant agent shall be a party or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 15(k) above or (ii) is a shareholder, director, officer or employee wholly owned subsidiary of such the Warrant Agent. Nothing herein shall preclude the Any such successor Warrant Agent from acting shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in any other capacity for the Company or for any other legal entityaccordance with Section 14 above.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing and to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement (including reasonable fees and expenses of its outside counsel) and to indemnify the Warrant Agent (and any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and reasonable outside counsel fees and expenses, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of its negligence or willful misconduct. The provisions of this Section 15(e) shall survive the expiration of the Warrants and the termination of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholderAgreement, director, officer or employee of such Warrant Agentsubject to compliance with applicable laws. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(e) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, express duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions (and no duties or obligations shall be inferred), by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements and recitals contained in this Agreement herein and in the Warrant Certificates Warrants shall be taken as statements of the CompanyCompany and the Warrant Agent assumes no responsibility and shall not be liable for the correctness of any of the same except such as describe the Warrant Agent. The Warrant Agent assumes no responsibility hereunder only for with respect to the correctness distribution of any statement which describes the Warrant Agent and/or for action taken or to be taken by the Warrant AgentWarrants except as herein otherwise expressly provided. (b) The Warrant Agent has no duty to determine when an adjustment under Article 6 should be made, how it should be made or what it should be. Nor shall the Warrant Agent have any obligation hereunder to determine whether an adjustment event has occurred. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. The Warrant Agent shall have no obligation under this Agreement to calculate, confirm, investigate or verify the accuracy of the correctness of, the number of Warrant Shares issuable in connection with any exercise hereunder. (c) The Warrant Agent shall not be accountable with respect to (i) the validity, value, kind or amount of any Warrant Shares, securities or property which may be issued or delivered at any time upon the exercise of any Warrant or (ii) whether any such Warrant Shares or other securities will, when issued, be validly issued, fully paid and nonassessable; and in each case, makes no representation with respect thereto. (d) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesWarrants. (ce) In the absence of bad faith on its part, the Warrant Agent may rely on, and will be held harmless and protected and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document from the Company with respect to any matter relating to its acting as Warrant Agent hereunder believed by it to be genuine and to have been signed or presented by the proper Person. The Warrant Agent need not investigate any fact or matter stated in the document. The Warrant Agent, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit. (f) The Warrant Agent may consult at with legal counsel, and the advice of such counsel or any time with counsel satisfactory Opinion of Counsel will be full and complete authorization and protection to it (who may be counsel for the Company), Warrant Agent and the Warrant Agent shall will incur no liability for or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good the absence of bad faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagethereon. (g) The Warrant Agent may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent absent gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the appointment of such agent. (h) No provision of this Agreement will require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. (i) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be under no obligation determined solely by the express provisions hereof. No provision of this Agreement shall be construed to institute relieve the Warrant Agent from liability for its own gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). (j) The Warrant Agent shall not have any actionduty or responsibility in the case of the receipt of any written demand from any Holder of Warrants with respect to any action or default by the Company, suit including, without limiting the generality of the foregoing, any duty or legal proceeding responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company. (k) The Warrant Agent shall not be obligated to expend or risk its own funds or to take any other action likely that it believes would expose or subject it to involve expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it. (l) The Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any registration statement filed with the Securities and Exchange Commission or one this Agreement, including without limitation obligations under applicable regulation or more law. (m) The Warrant Holders Agent shall furnish not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by the Warrant Agent with reasonable security and indemnity delivered by it to the Company pursuant to this Agreement or for any costs the application by the Company of the proceeds of the issue and expenses which may sale, or exercise, of the Warrants. (n) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be incurred in connection with such action, suit determined solely by the express provisions hereof (and no duties or legal proceeding, but this provision obligations shall be inferred or implied). The Warrant Agent shall not affect assume any obligations or relationship of agency or trust with any of the power owners or holders of the Warrants. (o) The Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (i) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (ii) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. (p) In the event the Warrant Agent to take such action as believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole and absolute discretion, consider properrefrain from taking any action, whether with and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant certificate or without any other person or entity for refraining from taking such security action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or indemnity. All rights uncertainty to the reasonable satisfaction of action under Warrant Agent. (q) The provisions of this Agreement Section 7.01, Section 7.02 and Section 7.03 will survive the termination of this Agreement, the exercise or under any expiration of the Warrants may be enforced by and the Warrant Agent without the possession of any resignation, replacement or removal of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations expressly imposed by this Agreement upon the following terms and conditions conditions, and no implied duties or obligations shall be read into this Agreement against the Warrant Agent, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The , and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent may conclusively rely upon and shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent such compensation as shall be agreed between the amount(s) described in Schedule A to this Agreement Company and the Warrant Agent for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in connection with the performance execution and administration of its duties under this Agreement. (f) The Company shall Agreement and to fully indemnify the Warrant Agent and hold save it harmless against any and all liabilities, claims, damages, losses and expenses including judgments, costs and reasonable counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with the execution and administration of its performance duties under this Agreement except as determined by a court of competent jurisdiction to have been caused by its gross negligence or willful misconduct. The provisions of this Section 19(e) shall survive the termination of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnityincurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof and no duties shall be inferred or implied against the Warrant Agent. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or willful misconduct. (i) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of is rights if there shall be reasonable grounds for believing repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company and the Warrant Agent hereby accepts such appointment, appointment upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warranthis Warrants, shall be bound: (a) a. Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which of the same except such as describes the Warrant Agent and/or or for action taken or to be taken by the Warrant Agent. (b) b. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) c. The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) d. The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) e. The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of for this Agreement, Agreement except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) f. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment judgement shall be for the ratable benefit of the Warrant Holders as their respective rights or interests interest may appear, subject to the terms set forth in the Warrant Certificates. (h) g. The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Warrant Agent Agreement and the Warrant Agent to act Certificate, in each case, upon the following terms and conditions, by all of which the Company and the Holders of Warrants, by their acceptance thereof, will be bound: (a) The statements contained herein and in the Warrant Certificates will be taken as the agent statements of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall will not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Warrant Agent Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall will incur no liability or responsibility to the Company or to any Holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care absent gross negligence, bad faith or willful misconduct (each as determined by a final order, judgment, ruling or decree of a court of competent jurisdiction) in the selection and continued employment retention of such counsel and the reliance on such counsel's advice. (d) The Warrant Agent shall will incur no liability or responsibility to the Company or to any Holder of any Warrant Holder Certificate for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance execution of this Warrant Agent Agreement. (f) The . In addition, the Company shall agrees to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, reasonable costs and reasonable counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Warrant Agent Agreement except as a result of its gross negligence, bad faith or willful misconduct (each as determined by a final order, judgment, ruling or decree of a court of competent jurisdiction). Notwithstanding the Warrant Agent's negligence or bad faith. In no case shall foregoing, the Warrant Agent Company will not be liable responsible for specialany settlement made without its written consent, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagewhich consent will not be unreasonably withheld. (gf) The Warrant Agent shall will be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Holders of Warrant Holders shall Certificates will furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall will not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Warrant Agent Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall will be brought in its name as Warrant Agent, Agent and any recovery of judgment shall will be for the ratable benefit of the Warrant Holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholder, affiliate, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement Warrant Agent Agreement, or a shareholder, affiliate, director, officer or employee of such the Warrant Agent, as the case may be. Nothing herein shall will preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent will act hereunder solely as agent for the Company, and its duties will be determined solely by the provisions hereof. The Warrant Agent will not be liable for anything which it may do or refrain from doing in connection with this Warrant Agent Agreement except for its own gross negligence, bad faith or willful misconduct (each as determined by a final order, judgment, decree or ruling of a court of competent jurisdiction). (i) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agent Agreement. (j) The Warrant Agent will not be under any responsibility in respect of the validity of this Warrant Agent Agreement or the execution and delivery hereof (except the due and validly authorized execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its due and validly authorized countersignature thereof), nor will the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Warrant Shares to be issued pursuant to this Warrant Agent Agreement or any Warrant Certificate or as to whether the Warrant Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Price or the number of Warrant Shares issuable upon exercise of any Warrant. (k) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Officers and to apply to the Officers for advice or instructions in connection with its duties, and such instructions will be full authorization and protection to the Warrant Agent and the Warrant Agent will not be liable for any action taken, suffered to be taken, or omitted to be taken by it in good faith in accordance with instructions of the Officer or in good faith reliance upon any statement signed by any one of the Officers with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement. (l) If the Warrant Agent will receive any notice or demand (other than notice of or demand for exercise of Warrants) addressed to the Company by any Holder pursuant to the provisions of the Warrant Certificates, the Warrant Agent will promptly forward such notice or demand to the Company. (m) No provision of this Warrant Agent Agreement will be construed to relieve the Warrant Agent from liability for its own gross negligence, bad faith or willful misconduct.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations explicitly imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which Holdings and the Company and every Warrant Holderholders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of Holdings and the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company Holdings to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by Holdings. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), Holdings) and the Warrant Agent shall incur no liability or responsibility to the Company Holdings or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (di) The Warrant Agent shall incur no liability or responsibility to the Company Holdings or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ii) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of its rights hereunder if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. (iii) Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of action. (iv) The provisions of this Section 12(d) shall survive the expiration of the Warrants and the termination of this Agreement. (e) The Company Holdings agrees to pay to the Warrant Agent such compensation as shall be agreed to in writing between Holdings and the amount(s) described in Schedule A to this Agreement Warrant Agent for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and reasonable counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its gross negligence or bad faith. In no case The provisions of this Section 12(e) shall survive the expiration of the Warrants and the termination of this Agreement. (f) Holdings shall indemnify the Warrant Agent be liable for specialagainst any and all losses, indirectliabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Warrant Agreement, incidental including the costs and expenses of enforcing this Warrant Agreement against Holdings (including this Section 12(f)) and defending itself against any claim (whether asserted by Holdings or consequential loss any holder or damage any other person) or liability in connection with the exercise or performance of any kind whatsoeverof its powers or duties hereunder, even if except to the Warrant Agent has been advised of the likelihood of extent any such loss loss, liability or damage. (g) expense may be attributable to its gross negligence or bad faith. The Warrant Agent shall be under no obligation to institute notify Holdings promptly of any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity claim for any costs and expenses which it may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of seek indemnity. Failure by the Warrant Agent to take such action as so notify Holdings shall not relieve Holdings of its obligations hereunder. Holdings shall defend the claim and the Warrant Agent mayshall cooperate in the defense. The Warrant Agent may have separate counsel and Holdings shall pay for reasonable fees and expenses of such counsel. Holdings need not pay for any settlement made without its consent, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnitywhich consent shall not be unreasonably withheld. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to . The provisions of this Section 12(f) shall survive the terms set forth in expiration of the Warrant CertificatesWarrants and the termination of this Agreement. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Holdings or become pecuniarily interested in any transaction in which the Company Holdings may be interested, or contract with or lend money to the Company, Holdings or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company Holdings or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for Holdings, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and non-assessable, and makes no representation with respect thereto. (j) The Warrant Agent may assume that any Warrant exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption; provided, however, that the Warrant Agent may not accept payment of the Exercise Price in cash, by wire transfer or by certified or official bank check payable to the order of Holdings unless the Warrant Agent shall have received written notice from Holdings pursuant to Section 4.2 hereof that a Registered Period is in existence.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) . The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilitieslosses, including judgments, costs and counsel fees, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Warrant Agreement, including the costs and expenses of enforcing this Warrant Agreement against the Company and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of this Agreementany of its powers or duties hereunder, except as a result of to the Warrant Agent's extent any such loss, liability or expense may be attributable to its negligence or bad faith. In no case The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage to so notify the Company shall not relieve the Company of any kind whatsoever, even if its obligations hereunder. The Company shall defend the claim and the Warrant Agent has been advised of shall cooperate in the likelihood defense. The Warrant Agent may have separate counsel and the Company shall pay the reasonable fees and expenses of such loss or damagecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.the

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as undertakes only the agent of the Company, duties and obligations expressly imposed by this Warrant Agreement and the Global Warrant Agent hereby accepts such appointmentCertificates, in each case upon the following terms and conditions set forth below, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (ab) Statements The statements contained in this Agreement herein and in the Global Warrant Certificates shall be taken as deemed to be statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the accuracy or correctness of any statement which describes such statements and is not required to verify such statements. (c) Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent and/or deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, the Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from an Appropriate Officer and to apply to the Appropriate Officers for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Warrant Agent and, absent gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), the Warrant Agent shall not be liable for any action taken taken, suffered to be taken, or omitted to be taken by it in accordance with the instructions of any such Appropriate Officer or in reliance upon any statement signed by any one of such Appropriate Officers with respect to any fact or matter which may be deemed to be conclusively proved and established by such signed statement. In the event the Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following prior written notice to the Company, in its discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent. (bd) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Warrant Agreement (including, without limitation, any adjustment of the Exercise Price pursuant to Section 13 hereof, the authorization or reservation of shares of Common Stock pursuant to Section 12 hereof, the due execution and delivery by the Company of this Warrant Agreement or any Global Warrant Certificate) or in the Global Warrant CertificatesCertificates to be complied with by the Company. (ce) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be outside counsel for the CompanyCompany or in-house counsel of the Warrant Agent), and the advice and opinion of such counsel will be full and complete authorization and protection to the Warrant Agent as to, and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder in respect of of, any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care absent gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) in the selection and continued employment retention of such counsel and the reliance on such counsel’s advice or opinion. (df) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder or any other person for any action taken in reliance upon on any Global Warrant Certificate, Book-Entry Statement, certificate representing shares of Common Stock, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Warrant Agreement or any of the terms hereof, unless evidenced by a writing between and signed by, the Company and the Warrant Agent. The Warrant Agent shall not be required to take instructions or directions except those given in accordance with this Warrant Agreement. (eg) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company or the holders of the Warrants resulting from any such act, default, neglect or unintentional misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a final non-appealable judgment of a court of competent jurisdiction) in the selection and continued employment thereof. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. (h) The Warrant Agent will not be under any duty or responsibility to insure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Global Warrant Certificates. (i) The Warrant Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication). (j) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent under this Warrant Agreement, to reimburse the Warrant Agent upon demand for all expensesreasonable out-of-pocket expenses (including counsel fees and other disbursements), taxes (including withholding taxes) and governmental charges and all other charges of any kind or and nature actually incurred by the Warrant Agent in the preparation, administration, execution, delivery and amendment of this Warrant Agreement and performance of its duties and responsibilities under this Agreement. (f) The Company shall Warrant Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilitieslosses, liabilities and expenses, including judgments, damages, fines, penalties, claims, demands, costs and counsel feesfees and expenses, incurred for any action taken or omitted to be taken by the Warrant Agent, or any person acting on behalf of the Warrant Agent, in the arising out of or in connection with its performance of this Agreement, Warrant Agreement except as a result of the Warrant Agent's negligence its gross negligence, bad faith or bad faithwillful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). In no case shall The costs and expenses incurred by the Warrant Agent in enforcing the right to indemnification shall be liable for specialpaid by the Company except to the extent that it is determined by a final, indirect, incidental or consequential loss or damage non-appealable judgment of any kind whatsoever, even if a court of competent jurisdiction that the Warrant Agent has been advised of is not entitled to indemnification due to its gross negligence, bad faith or willful misconduct. Notwithstanding the likelihood of such loss or damageforegoing, the Company shall not be responsible for any settlement made without its written consent. (gk) The Warrant Agent Agent, shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense or liability unless the Company or one or more Warrant Holders registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity commercially reasonably satisfactory to the Warrant Agent for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnityincurred. All rights of action under this Warrant Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hl) The Except as otherwise prohibited by applicable law, the Warrant Agent Agent, and any shareholdermember, stockholder, affiliate, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement Warrant Agreement, or a shareholdermember, stockholder, affiliate, director, officer or employee of such the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (m) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement, except for its own gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), provided that notwithstanding anything in this Warrant Agreement to the contrary, in no event shall the Warrant Agent be liable for punitive, special, indirect, incidental or consequential loss or damage of any kind whatsoever (including, without limitation, lost profits). (n) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant to make or cause to be made any adjustment of the Exercise Price or number of the shares of Common Stock or other securities or property deliverable as provided in this Warrant Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any shares of Common Stock or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such shares of Common Stock or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. The Warrant Agent shall not be accountable to confirm or verify the accuracy or necessity of any calculation. (o) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, unless otherwise expressly provided in this Warrant Agreement, the Warrant Agent shall not be subject to, nor be required to comply with, or determine if any Person has complied with, the Warrants or any other agreement between or among the parties hereto, even though reference thereto may be made in this Warrant Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Warrant Agreement. (p) The Warrant Agent may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by or who may be an employee of the Warrant Agent or one of its affiliates), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability and of information therein contained) which is believed by the Warrant Agent, in good faith, to be genuine and to be signed or presented by the proper person or persons as set forth in Section 20(c). (q) The Company agrees to perform, execute and acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments, and assurances as many reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement. (r) All rights and obligations contained in this Section 20 and Section 22 hereof shall survive the termination of this Warrant Agreement and the resignation, replacement or removal of the Warrant Agent. (s) Any limitation on liability, duty to investigate or any other similar duty or obligation provided herein with respect to the Warrant Agent shall not be applicable to the Company if it is acting as Warrant Agent. (t) The Warrant Agent shall not be under any responsibility or liability in respect of the validity of this Warrant Agreement or the execution and delivery hereof (except the due and validly authorized execution hereof by the Warrant Agent) or in respect of the validity or execution of any Global Warrant Certificate (except its due and validly authorized countersignature thereof), nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant, nor shall it be responsible to make or liable for any adjustments required under any provision hereof, including but not limited to Section 13 hereof, or responsible for the manner, method, amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustments, nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Warrant Agreement or any Warrant or as to whether the Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Price or the number of Shares issuable upon exercise of any warrant. (u) No provision of this Warrant Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (v) If the Warrant Agent shall receive any notice or demand (other than notice of or demand for exercise of Warrants) addressed to the Company by any holder pursuant to the provisions of the Warrants, the Warrant Agent shall forward such notice or demand to the Company as promptly as practicable.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes only the agent of the Company, duties and the obligations expressly imposed by this Warrant Agent hereby accepts such appointment, Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The Warrant Agent may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by or who may be an employee of the Warrant Agent or one of its affiliates), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability and of information therein contained) which is believed by the Warrant Agent, in good faith, to be genuine and to be signed or presented by the proper person or persons as set forth in Section 19(d). (b) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. (c) The statements contained in this Agreement herein and in the Global Warrant Certificates shall be taken as deemed to be statements of the CompanyCompany only. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same and shall not be required to verify the same. (d) Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent and/or for deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action taken hereunder, such fact or matter may be deemed to be taken conclusively proved and established by a certificate signed by the Company’s Chairman of the Board, Chief Executive Officer, President or any Vice President and delivered to the Warrant Agent; and in reliance upon such certificate, the Warrant Agent shall take any action or omit to take any action authorized under the provisions of this Warrant Agreement. In the event the Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following prior written notice to the Company, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent. (be) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Warrant Agreement (including, without limitation, any adjustment of the Exercise Price pursuant to Section 13 hereof, the authorization or reservation of shares of Common Stock pursuant to Section 12 hereof, and the due execution and delivery by the Company of this Warrant Agreement or any Global Warrant Certificate) or in the Global Warrant CertificatesCertificates to be complied with by the Company. (cf) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), Company or an employee of the Warrant Agent) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (dg) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon on any Global Warrant Certificate, Warrant Statement, certificate representing shares of Common Stock, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Warrant Agreement or any of the terms hereof, unless evidenced by a writing between and signed by, the Company and the Warrant Agent. The Warrant Agent shall not be required to take instructions or directions except those given in accordance with this Warrant Agreement. (eh) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company or the holders of the Warrants resulting from any such act, default, neglect or unintentional misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a final non-appealable order of a court of competent jurisdiction) in the selection and continued employment or engagement thereof. (i) The Warrant Agent will not be under any duty or responsibility to insure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Global Warrant Certificates. (j) The Warrant Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including, without limitation, any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication). (k) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the preparation, delivery, administration and execution of this Warrant Agreement and the exercise and performance of its duties hereunder, to reimburse the Warrant Agent for all expensesreasonable expenses (including reasonable counsel fees), taxes (including withholding taxes) and governmental charges and all other charges of any kind or and nature actually incurred by the Warrant Agent in the execution, delivery and performance of its responsibilities under this Agreement. (f) The Company shall Warrant Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent, or any person acting on behalf of the Warrant Agent, in connection with its the execution, delivery and performance of its responsibilities under this Agreement, Warrant Agreement except as a result of the Warrant Agent's negligence its gross negligence, bad faith or bad faith. In no case shall the Warrant Agent be liable for specialwillful misconduct (each as determined by a final, indirect, incidental or consequential loss or damage non-appealable order of any kind whatsoever, even if the Warrant Agent has been advised a court of the likelihood of such loss or damagecompetent jurisdiction). (gl) The Warrant Agent Agent, shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more holders of Global Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Warrant Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hm) The Except as otherwise prohibited by applicable law, the Warrant Agent Agent, and any shareholdermember, stockholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (n) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement, except for its own gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable order of a court of competent jurisdiction); provided that in no event shall the Warrant Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, lost profits). Any liability of the Warrant Agent under this Agreement, except for liability arising out of, or in connection with, the gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable order of a court of competent jurisdiction) of the Warrant Agent, will be limited to the amount of aggregate fees paid by the Company to the Warrant Agent. (o) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant to make or cause to be made any adjustment of the Exercise Price or number of the shares of Common Stock or other securities or property deliverable as provided in this Warrant Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any shares of Common Stock or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such shares of Common Stock or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. The Warrant Agent shall not be accountable to confirm or verify the accuracy or necessity of any calculation. (p) The Company agrees to perform, execute and acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. (q) The Warrant Agent shall have no responsibility or liability with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make or be liable for any adjustments required under any provision hereof, including but not limited to Section 12 hereof, or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable. (r) Notwithstanding anything to the contrary contained herein, the Warrant Agent shall also have no duty or obligation to investigate or confirm whether any determination of the Exercise Amount under Section 9 is correct or accurate. (s) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights, except to the extent otherwise expressly set forth herein. (t) Notwithstanding the foregoing, nothing in this Section 19 shall relieve the Warrant Agent from any liability arising from the Warrant Agent’s transfer of any Warrant without obtaining confirmation from the Company as described in Section 7 hereof. (u) All rights and obligations contained in this Section 19 and Section 20 hereof shall survive the termination of this Warrant Agreement and the resignation, replacement or removal of the Warrant Agent.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes the Warrant Agent and/or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement for the services rendered by the Warrant AgentAgent hereunder those fees to which the Warrant Agent is entitled as the Company's transfer agent and registrar. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. The Company hereby appoints Company’s transfer agent for its Common Stock and Warrants, Corporate Stock Transfer, Inc., shall serve as warrant agent under the Warrant Agent (the “Warrant Agent”). Upon thirty (30) days’ notice to act as the agent of Holder, the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of Company may appoint a new warrant agent. Any corporation into which the Company and every Warrant Holder, by acceptance of a Warrant, or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be bound: (a) Statements contained in this Agreement and in a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under the Warrant Certificates without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be taken mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as statements of shown on the CompanyWarrant Register. The Warrant Agent assumes responsibility hereunder only for is hereby authorized to countersign and to deliver, in accordance with the correctness terms of any statement which describes this Agreement, the Warrant Agent and/or for action taken or Shares required to be taken issued pursuant to the provisions of Section 6, and the Company, whenever required by the Warrant Agent. (b) , will supply the Warrant Agent with certificates duly executed on behalf of the Company for such purpose. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in liable under this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel only for the Company)its own negligence, willful misconduct and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) bad faith. The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's negligence ’s negligence, willful misconduct or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under have no obligation responsibility with respect to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power validity of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any Warrant (except its countersignature thereof), nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the company with respect to the Warrants may be enforced exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent without for the possession purchase of any shares of the Warrant Certificates or Company’s Common stock through the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the exercise of Warrants. The Warrant Agent shall be brought in its name as Warrant Agent, and any recovery keep copies of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee available for inspection by holders of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityWarrants during normal business hours.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except to the extent that any such statements describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as otherwise provided herein. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company hereby agrees to (A) pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree to in writing, (B) reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and (C) indemnify the Warrant Agent (and any predecessor Warrant Agent) and hold it harmless against any and all liabilitiesclaims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent) and liabilities (including judgments, costs and counsel feesfees and expenses), suffered or incurred by the Warrant Agent for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however that (A) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (B) nothing in this Section 15(j) shall affect the Company's obligation under Section 6(e) hereof to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent and based solely on the advise of the Warrant Agent's legal counsel, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent's reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (A) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (B) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes only the agent of the Company, duties and obligations expressly imposed by this Agreement and the Global Warrant Agent hereby accepts such appointmentCertificates, in each case upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe Holders, by their acceptance of a Warrantthereof, shall be bound: (a) Statements : The statements contained in this Agreement herein and in the Global Warrant Certificates shall be taken as statements of the Company. The , and the Warrant Agent assumes no responsibility hereunder only for the correctness accuracy of any statement which describes of the same except to the extent that such statements describe the Warrant Agent and/or for or action taken or to be taken by the Warrant Agent. (b) . Except as expressly provided herein, the Warrant Agent assumes no responsibility with respect to the execution, delivery or distribution of the Global Warrant Certificates. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Global Warrant Certificates. Certificates to be complied with by the Company, nor shall it at any time be under any duty or responsibility to any Holder to make or cause to be made any adjustment in the Exercise Price or in the Warrant Number (c) except as instructed in writing by the Company), or to determine whether any facts exist that may require any such adjustments, or with respect to the nature or extent of or method employed in making any such adjustments when made. The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the CompanyCompany or an employee of the Warrant Agent), and the advice or opinion of such counsel will be full and complete authorization and protection to the Warrant Agent shall incur no liability or responsibility as to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion such advice or the advice of such counselopinion, provided the Warrant Agent shall have exercised reasonable care absent fraud, recklessness, bad faith or willful misconduct in the selection and continued employment retention of such counsel and the reliance on such counsel. (d) ’s advice or opinion. The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon on any written notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) . The Warrant Agent shall not take any instructions or directions except those given in accordance with this Agreement, and the Warrant Agent shall be indemnified and held harmless for acting on any such instructions, including, without limitation, instructions given pursuant to the terms of this Agreement by persons other than the Company. The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent under this Agreement as set forth in Exhibit D, to reimburse the Warrant Agent upon demand for all reasonable out-of-pocket expenses, taxes including counsel fees and governmental charges and all other charges of any kind or nature disbursements, incurred by the Warrant Agent in the preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilitieslosses, liabilities and expenses, including judgments, damages, fines, penalties, claims, demands and costs (including reasonable out-of-pocket counsel fees and counsel feesexpenses), incurred for anything done or omitted by the Warrant Agent arising out of or in connection with its performance of this Agreement, Agreement except as a result of its fraud, recklessness, bad faith or willful misconduct. The costs and expenses incurred by the Warrant Agent in enforcing the right to indemnification shall be paid by the Company except to the extent that the Warrant Agent is not entitled to indemnification due to its fraud, recklessness, bad faith or willful misconduct. Notwithstanding the foregoing, the Company shall not be responsible for any settlement made without its written consent; provided, that nothing in this sentence shall limit the Company’s obligations contained in this paragraph other than pursuant to such a settlement. Notwithstanding anything contained herein to the contrary, except to the extent arising from fraud, recklessness, bad faith or willful misconduct of the Warrant Agent's negligence , the Warrant Agent’s aggregate liability to the Company during any term of this Agreement with respect to, arising from, or bad faith. In no case in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent be liable for specialas fees and charges, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) but not including reimbursable expenses. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense or liability unless the Company (if it is the party seeking such action) or one or more Warrant Holders shall furnish (if they are the parties seeking such action) furnishes the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and or expenses which that may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnityincurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of or judgment shall be for the ratable benefit of the Warrant Holders Holders, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) . The Warrant Agent Agent, and any shareholdermember, stockholder, affiliate, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be is interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were was not the Warrant Agent under this Agreement Agreement, or a shareholdermember, stockholder director, officer or employee of such the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except in connection with its own fraud, recklessness, bad faith or willful misconduct. Notwithstanding anything in this Agreement to the contrary, in no event will the Warrant Agent be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Warrant Agent has been advised of the possibility of such loss or damage. The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due and validly authorized execution hereof by the Warrant Agent) or in respect of the validity or execution of any Global Warrant Certificate (except its due and validly authorized countersignature thereof), nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Warrant Shares to be issued pursuant to this Agreement or any Warrant or as to whether the Warrant Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Price or the Warrant Number. Whenever in the performance of its duties under this Agreement the Warrant Agent deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, the Warrant Agent is hereby authorized and directed that it may accept instructions with respect to the performance of its duties hereunder from an Appropriate Officer of the Company and to apply to such Appropriate Officer for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Warrant Agent and, absent fraud, recklessness, bad faith or willful misconduct, the Warrant Agent shall not be liable for any action taken, suffered to be taken, or omitted to be taken by it in accordance with instructions of any such Appropriate Officer or in reliance upon any statement signed by any one of such Appropriate Officers of the Company with respect to any fact or matter (unless other evidence in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. If the Warrant Agent shall receive any notice or demand (other than notice of or demand for exercise of Warrants) addressed to the Company by any Holder pursuant to the provisions of the Warrants, the Warrant Agent shall promptly forward such notice or demand to the Company. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or the Holders resulting from any such act, default, neglect or misconduct, absent fraud, recklessness, bad faith or willful misconduct in the selection and continued employment thereof. The Warrant Agent will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Warrants. The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, unless otherwise expressly provided in this Agreement, the Warrant Agent shall not be subject to, nor be required to comply with, or determine if any Person has complied with, the Warrants, the Plan or any other agreement between or among the parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement. The Warrant Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication). In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, or is for any reason unsure as to what action to take hereunder, the Warrant Agent shall notify the Company in writing as soon as practicable, and upon delivery of such notice may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any Holder or other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent. The provisions of this Section 17 shall survive the termination of this Agreement, the exercise or expiration of the Warrants and the resignation or removal of the Warrant Agent. No provision of this Agreement shall be construed to relieve the Warrant Agent from liability for its own fraud, recklessness, bad faith or its willful misconduct.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company and the Warrant Agent hereby accepts such appointment, appointment upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warranthis Warrant Certificates, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates Certificate shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which of the same except such as describes the Warrant Agent and/or or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's ’s covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of for this Agreement, Agreement except as a result of the Warrant Agent's ’s gross negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental faith or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagewillful misconduct. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Unit Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests interest may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Unit Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company's obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent's reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) . The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilitieslosses, including judgments, costs and counsel fees, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Warrant Agreement, including the costs and expenses of enforcing this Agreement against the Company and defending itself against any claim (whether asserted by the Company or any holder or any other person) or liability in connection with the exercise or performance of this Agreementany of its powers or duties hereunder, except as a result of to the Warrant Agent's extent any such loss, liability or expense may be attributable to its gross negligence or bad faith. In no case The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage to so notify the Company shall not relieve the Company of any kind whatsoever, even if its obligations hereunder. The Company shall defend the claim and the Warrant Agent has been advised of shall cooperate in the likelihood defense. The Warrant Agent may have separate counsel and the Company shall pay the reasonable fees and expenses of such loss counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld, conditioned or damagedelayed. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) The Warrant Agent shall not be required to risk or expend its own funds on the performance of it obligations and duties hereunder.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except to the extent that any such statements describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as otherwise provided herein. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company hereby agrees to (A) pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree to in writing, (B) reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and (C) indemnify the Warrant Agent (and any predecessor Warrant Agent) and hold it harmless against any and all liabilitiesclaims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent) and liabilities (including judgments, costs and counsel feesfees and expenses), suffered or incurred by the Warrant Agent for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however that (A) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (B) nothing in this Section 15(j) shall affect the Company's obligation under Section 6(d) hereof to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent's reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (A) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (B) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing, to reimburse the Warrant Agent for all reasonable expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding reasonable fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its gross negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity reasonably satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or willful misconduct. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company and the Warrant Agent hereby accepts such appointment, appointment upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warranthis Warrants, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which of the same except such as describes the Warrant Agent and/or or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable professional care and diligence, as is common for Warrant Agents, in the selection and continued employment performance of such counselits duties. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement as set out in Exhibit B to reimburse the Warrant Agent for all pre-approved expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of for this Agreement, Agreement except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests interest may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily pecuniary interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as the agent of the Company, Company and the Warrant Agent hereby accepts such appointment, appointment upon the following terms and conditions by all of which the Company and every Company, as well as each Warrant Holder, by acceptance of a Warrantsuch Warrant Holder’s Warrants, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which of the same except such as describes the Warrant Agent and/or or for action taken or to be taken by the Warrant Agent. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's ’s covenants contained in this Agreement or in the Warrant CertificatesWarrants. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action reasonably taken, suffered or omitted by it hereunder in good faith and or in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action reasonably taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent pursuant to this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in connection with services rendered by the performance of Warrant Agent pursuant to this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of services rendered by the Warrant Agent pursuant to this Agreement, except in each case as a result of the Warrant Agent's negligence ’s gross negligence, bad faith or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagewillful misconduct. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which that may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, may reasonably consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests interest may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent and any shareholderstockholder, director, officer or employee of the Warrant Agent may may, subject to compliance with applicable laws, buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall not be responsible for calculating conversion prices but shall rely upon prompt and accurate information provided to them by either the presenting party, broker, DTCC and verified with the Company.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case The provisions of this Section 15(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s obligation under Section 6(d) to use its best efforts to have a registration statement in effect covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current prospectus relating to those Warrant Shares. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are not the result of the Warrant Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company from the Chief Executive Officer, the President, the Chief Financial Officer, any Senior Vice President, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may, at its own expense, consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (fk) The Company shall indemnify [Reserved]. (l) No resignation or removal of the Warrant Agent and hold it harmless against any no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all liabilities, including judgments, costs further duties and counsel fees, incurred in connection with its performance of this Agreement, liability hereunder (except liability arising as a result of the Warrant Agent's negligence ’s own gross negligence, bad faith or bad faithwillful misconduct) after giving 60 days prior written notice to the Company. In no case shall The Company may remove the Warrant Agent be liable for specialupon written notice, indirect, incidental or consequential loss or damage of any kind whatsoever, even if and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been advised of the likelihood notified in writing of such loss or damage. (g) The resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant (if such Holder first submits his, her or its Warrant Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new warrant agent, provided that, for purposes of this Agreement, the Company shall be under no obligation deemed to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish be the Warrant Agent until a new warrant agent is appointed. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with reasonable security the same powers, rights, duties and indemnity responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this subsection 15(l), however, or any costs and expenses which may be incurred in connection with such actiondefect therein, suit or legal proceeding, but this provision shall not affect the power legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. The Company shall, or shall cause the successor Warrant Agent to, deliver to take each Holder at such action Holder’s last address as shown on the register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor Warrant Agent’s address for communication. (m) Any corporation into which the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants new warrant agent may be enforced by merged or converted or any corporation resulting from any consolidation to which the Warrant Agent without the possession of or any of the Warrant Certificates new warrant agent shall be a party or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 15(l) above or (ii) is a shareholder, director, officer or employee wholly owned subsidiary of such the Warrant Agent. Nothing herein shall preclude the Any such successor Warrant Agent from acting shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in any other capacity for the Company or for any other legal entityaccordance with Section 14 above.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gk) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or its Affiliates or become pecuniarily interested in any transaction transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company, Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityPerson. (l) No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving written notice to the Company. The Company may remove the Warrant Agent upon written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the Company’s expense, cause to be mailed (by first class mail, postage prepaid) to each Holder of a Warrant at such Holder’s last address as shown on the register of the Company maintained by the Warrant Agent a copy of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this subsection 15(l), however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. (m) Any corporation into which the Warrant Agent or any new warrant agent may be merged or converted or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 15(l) above or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in accordance with Section 14 above.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent need not investigate any fact or matter stated in such document. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) . The Company shall indemnify the Warrant Agent and its agents, employees, officers, directors and shareholders for, and hold it same harmless against against, any and all liabilitieslosses, liabilities or expenses (including judgments, costs without limitation reasonable attorney's fees and counsel fees, expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Warrant Agreement, including the costs and expenses of enforcing this Warrant Agreement against the Company and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of this Agreementany of its powers or duties hereunder, except as a result of to the Warrant Agent's extent any such loss, liability or expense may be attributable to its negligence or bad faith. In no case The Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Warrant Agent be liable for specialto so notify the Company shall not relieve the Company of its obligations hereunder. At the Warrant Agent's sole discretion, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Company shall defend the claim and the Warrant Agent has been advised of shall cooperate in the likelihood defense at the Company's expense. The Warrant Agent may have separate counsel and the Company shall pay the reasonable fees and expenses of such loss or damagecounsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders registered holders of Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates Warrants shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the Warrant Agentdistribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent has no duty to determine when an adjustment under Article 6 should be made, how it should be made or what it should be. The Warrant Agent has no duty to determine whether any provisions of a supplemental Agreement under Section 6.01(k) hereof are correct. The Warrant Agent makes no representation as to the validity or value of any securities or assets issued upon exercise of Warrants. (c) The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will, when issued, be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (d) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesWarrants. (ce) The In the absence of bad faith on its part, the Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company)rely, and the Warrant Agent shall incur no liability will be protected in acting or responsibility to the Company or to any Warrant Holder in respect of any action takenrefraining from acting, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, resolutionrequest, waiverdirection, consent, order, certificate bond, debenture, note, other evidence of indebtedness or other paper, paper or document or instrument believed by it to be genuine and to have been signed, sent signed or presented by the proper party Person. The Warrant Agent need not investigate any fact or parties. (e) The Company agrees matter stated in the document, but, in the case of any document which is specifically required to pay be furnished to the Warrant Agent the amount(s) described in Schedule A pursuant to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse any provision hereof, the Warrant Agent for all expensesshall examine the document to determine whether it conforms to the requirements of the Agreement (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Warrant Agent, taxes and governmental charges and all other charges of any kind in its discretion, may make further inquiry or nature incurred by the Warrant Agent in the performance of this Agreementinvestigation into such facts or matters as it sees fit. (f) The Company shall indemnify the Warrant Agent may act through its attorneys and hold it harmless against any agents and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of will not be responsible for the Warrant Agent's misconduct or negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damageagent appointed with due care. (g) The Warrant Agent shall will be under no obligation to institute exercise any actionof the rights or powers vested in it by the Agreement at the request or direction of any of the Holders, suit or legal proceeding or unless such Holders have offered to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security or indemnity against the costs, expenses and indemnity for any costs and expenses which may liabilities that might be incurred by it in connection compliance with such action, suit request or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnitydirection. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent may consult with counsel, and the written advice of such counsel or any shareholderOpinion of Counsel will be full and complete authorization and protection in respect of any action taken, director, officer suffered or employee omitted by it hereunder in good faith and in reliance thereon. (i) No provision of the Agreement will require the Warrant Agent may buyto expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, sell or deal in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any of the Warrants loss, liability or other securities of expense. (j) The Warrant Agent shall act hereunder solely as agent for the Company, or become pecuniarily interested in any transaction in which and its duties shall be determined solely by the Company may provisions hereof. No provision of the Agreement shall be interested, or contract with or lend money construed to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude relieve the Warrant Agent from acting in any other capacity liability for the Company its own grossly negligent action, its own grossly negligent failure to act or for any other legal entityits own willful misconduct.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe Holders, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The , and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates or Warrant Shares or payment or refund of the Exercise Price except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of to any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ec) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature reasonably incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, reasonable costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's negligence its negligence, bad faith or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damagewillful misconduct. (gd) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnitysecurity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders Holders, as their the respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (he) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (f) The Warrant Agent shall not at any time be under any duty or responsibility to any Holder or the Company to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto.

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions conditions, by all of which the Company Corporation and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Corporation and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company Corporation to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Corporation. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the CompanyCorporation), which counsel shall be generally recognized as having competence in the subject matter under consideration, and the Warrant Agent shall incur no liability or responsibility to the Company Corporation or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) The Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the 7 requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company Corporation or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company Corporation agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Company Agent in the administration and execution of this Agreement as the Corporation and the Warrant Agent shall also agree in writing to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. Agreement (fincluding fees and expenses of its counsel) The Company shall and to indemnify the Warrant Agent (and hold any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Corporation, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its gross negligence or bad faithwillful misconduct. In no case The provisions of this Section 17(e) shall survive the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised expiration of the likelihood Warrants and the termination of such loss or damagethis Agreement. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company Corporation or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Corporation or become pecuniarily interested in any transaction in which the Company Corporation may be interested, or contract with or lend money to the Company, Corporation or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company Corporation or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Corporation, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was grossly negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. 8 (j) Notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that the Corporation must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible. (k) Any application by the Warrant Agent for written instructions from the Corporation may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Corporation actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are in reliance upon the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, ------------- obligations expressly imposed by this Agreement upon the following terms and conditions conditions, and no implied duties or obligations shall be read into this Agreement against the Warrant Agent, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The , and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent may conclusively rely upon and shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent such compensation as shall be agreed between the amount(s) described in Schedule A to this Agreement Company and the Warrant Agent for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in connection with the performance execution and administration of its duties under this Agreement. (f) The Company shall Agreement and to fully indemnify the Warrant Agent and hold save it harmless against any and all liabilities, claims, damages, losses and expenses including judgments, costs and reasonable counsel feesfees and expenses, incurred for anything done or omitted by the Warrant Agent in connection with the execution and administration of its performance duties under this Agreement except as determined by a court of competent jurisdiction to have been caused by its gross negligence or willful misconduct. The provisions of this Section 19(e) shall survive the termination of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnityincurred. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof and no duties shall be inferred or implied against the Warrant Agent. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own gross negligence or willful misconduct. (i) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of is rights if there shall be reasonable grounds for believing repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements 16.1 The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by the Warrant Agentit. (b) 16.2 The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) 16.3 The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) 16.4 The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) 16.5 The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) 16.6 The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) 16.7 The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent thereof, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 16.8 The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or bad faith. 16.9 The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all moneys received by the Warrant Agent on the purchase of Shares through the exercise of Warrants.

Warrant Agent. The Company hereby appoints Company’s transfer agent for its Common Stock and Warrants, *[____________], shall serve as warrant agent under the Warrant Agent (the “Warrant Agent”). Upon thirty (30) days’ notice to act as the agent of Holder, the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of Company may appoint a new warrant agent. Any corporation into which the Company and every Warrant Holder, by acceptance of a Warrant, or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be bound: (a) Statements contained in this Agreement and in a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under the Warrant Certificates without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be taken mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as statements of shown on the CompanyWarrant Register. The Warrant Agent assumes responsibility hereunder only for is hereby authorized to countersign and to deliver, in accordance with the correctness terms of any statement which describes this Agreement, the Warrant Agent and/or for action taken or Shares required to be taken issued pursuant to the provisions of Section 6, and the Company, whenever required by the Warrant Agent. (b) , will supply the Warrant Agent with certificates duly executed on behalf of the Company for such purpose. The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in liable under this Agreement or in the Warrant Certificates. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel only for the Company)its own negligence, willful misconduct and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) bad faith. The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's negligence ’s negligence, willful misconduct or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under have no obligation responsibility with respect to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power validity of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any Warrant (except its countersignature thereof), nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the company with respect to the Warrants may be enforced exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent without for the possession purchase of any shares of the Warrant Certificates or Company’s Common stock through the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the exercise of Warrants. The Warrant Agent shall be brought in its name as Warrant Agent, and any recovery keep copies of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee available for inspection by holders of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityWarrants during normal business hours.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes only the agent of the Company, duties and the obligations expressly imposed by this Warrant Agent hereby accepts such appointment, Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements contained The Warrant Agent may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by or who may be an employee of the Warrant Agent or one of its affiliates), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability and of information therein contained) which is believed by the Warrant Agent, in the absence of bad faith, to be genuine and to be signed or presented by the proper person or persons as set forth in Section 18(d). (b) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the foregoing, unless otherwise expressly provided in this Agreement Warrant Agreement, the Warrant Agent shall not be subject to, nor be required to comply with, or determine if any Person has complied with, the Warrants or any other agreement between or among the parties hereto, even though reference thereto may be made in this Warrant Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Warrant Agreement. (c) The statements contained herein and in the Global Warrant Certificates shall be taken as deemed to be statements of the CompanyCompany only. The Warrant Agent assumes no responsibility hereunder only for the accuracy or correctness of any statement which describes of the same and shall not be required to verify the same. (d) Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent and/or deems it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, the Warrant Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder from an Appropriate Officer and to apply to the Appropriate Officers for advice or instructions in connection with its duties, and such instructions shall be full authorization to the Warrant Agent and, absent gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), the Warrant Agent shall not be liable for any action taken taken, suffered, or omitted to be taken by it in accordance with the instructions of any such Appropriate Officer or in reliance upon any statement signed by any one of such Appropriate Officers with respect to any fact or matter which may be deemed to be conclusively proved and established by such signed statement. In the event the Warrant Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, or is uncertain of any action to take hereunder, the Warrant Agent, may, following prior written notice to the Company, in its discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Warrant Agent. (be) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Warrant Agreement (including, without limitation, any adjustment of the Exercise Price pursuant to Section 12 hereof, the authorization or reservation of shares of Common Stock pursuant to Section 11 hereof, and the due execution and delivery by the Company of this Warrant Agreement or any Global Warrant Certificate) or in the Global Warrant CertificatesCertificates to be complied with by the Company. (cf) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the CompanyCompany or an employee of the Warrant Agent), and the advice and opinion of such counsel will be, when relied upon without bad faith by the Warrant Agent, full and complete authorization to the Warrant Agent as to, and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder in respect of of, any action taken, suffered or omitted by it hereunder in good faith and in accordance with the such opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care counsel and in the selection and continued employment absence of such counselbad faith. (dg) The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder or to any other person for any action taken in reliance upon on any Global Warrant Certificate, Warrant Statement, certificate representing shares of Common Stock, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall not be bound by any notice or demand, or any waiver, modification, termination or revision of this Warrant Agreement or any of the terms hereof, unless evidenced by a writing between and signed by, the Company and the Warrant Agent. The Warrant Agent shall not be required to take instructions or directions except those given in accordance with this Warrant Agreement. (eh) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or unintentional misconduct of any such attorneys or agents or for any loss to the Company or the holders of the Warrants resulting from any such act, default, neglect or unintentional misconduct, absent gross negligence, willful misconduct or bad faith (as each is determined by a final non-appealable order of a court of competent jurisdiction) in the selection and continued employment or engagement thereof. (i) The Warrant Agent will not be under any duty or responsibility to insure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of Global Warrant Certificates. (j) Notwithstanding anything to the contrary contained herein, the Warrant Agent shall not incur any liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Warrant Agent (including, without limitation, any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil or military disobedience or disorder, riot, rebellion, terrorism, insurrection, fire, earthquake, storm, flood, strike, work stoppage, labor dispute or failure of any utilities or means of communication or computer (software or hardware) services). (k) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the negotiation, preparation, delivery, administration, amendment and execution of this Warrant Agreement and the exercise and performance of its duties hereunder, to reimburse the Warrant Agent for all expensesreasonable expenses (including reasonable counsel fees and disbursements), taxes (including withholding taxes) and governmental charges and all other charges of any kind or and nature actually incurred by the Warrant Agent in the negotiation, preparation, administration, amendment, execution, delivery and performance of its duties and responsibilities under this Warrant Agreement. (f) The Company shall , in each case in accordance with and subject to that certain schedule of fees, dated August 30, 2010, delivered by the Warrant Agent to the Company, and to indemnify the Warrant Agent and hold save it harmless against any and all liabilitieslosses, liabilities and expenses, including judgments, damages, fines, penalties, claims, demands, costs and counsel feesfees and expenses, incurred for any action taken or omitted to be taken by the Warrant Agent, or any person acting on behalf of the Warrant Agent, arising out of or in connection with its performance of this Agreement, Warrant Agreement except as a result of the Warrant Agent's negligence its gross negligence, bad faith or bad faithwillful misconduct (each as determined by a final, non-appealable order of a court of competent jurisdiction). In no case shall The costs and expenses incurred by the Warrant Agent in successfully enforcing this right to indemnification shall be liable for specialpaid by the Company except to the extent that it is determined by a final, indirect, incidental or consequential loss or damage non-appealable order of any kind whatsoever, even if a court of competent jurisdiction that the Warrant Agent has been advised of the likelihood of such loss or damageis not entitled to indemnification hereunder. (gl) The Warrant Agent Agent, shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense or liability unless the Company or one or more holders of Global Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Warrant Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hm) The Except as otherwise prohibited by applicable law, the Warrant Agent Agent, and any shareholdermember, stockholder, affiliate, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement Warrant Agreement, or a shareholdermember, stockholder, affiliate, director, officer or employee of such the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (n) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement, except for its own gross negligence, bad faith or willful misconduct (each as determined by a final, non-appealable order of a court of competent jurisdiction); provided that notwithstanding anything in this Warrant Agreement to the contrary, in no event shall the Warrant Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including, without limitation, lost profits). Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise (in each case, other than any liability arising from or arising in connection with willful misconduct (as determined by a final, non appealable order of a court of competent jurisdiction) on the part of the Warrant Agent), is limited to, and shall not exceed, an amount equal to 3x the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses. (o) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant to make or cause to be made any adjustment of the Exercise Price or number of the shares of Common Stock or other securities or property deliverable as provided in this Warrant Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any shares of Common Stock or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such shares of Common Stock or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. The Warrant Agent shall not be accountable to confirm or verify the accuracy or necessity of any calculation. (p) The Company agrees to perform, execute and acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement. (q) The Warrant Agent shall have no responsibility or liability with respect to the validity of this Warrant Agreement or the execution and delivery hereof (except its countersignature hereof) or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make or be liable for any adjustments required under any provision hereof, including but not limited to Section 11 hereof, or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be validly issued and fully paid and nonassessable or as to the Exercise Price or the number of Warrant Shares issuable upon exercise of any warrant. (r) Notwithstanding anything to the contrary contained herein, the Company shall make all determinations with respect to Cashless Exercises, and the Warrant Agent shall have no duty or obligation to investigate or confirm whether the Company’s determination regarding the number of Shares to be issued in the event of a Cashless Exercise is accurate or correct. Notwithstanding anything to the contrary contained herein, the Warrant Agent shall also have no duty or obligation to investigate or confirm whether any determination of the Exercise Amount under Section 8 is correct or accurate. (s) No provision of this Warrant Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (t) All rights and obligations contained in this Section 18 and Section 19 hereof shall survive the termination of this Warrant Agreement and the resignation, replacement or removal of the Warrant Agent.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the Warrant Agent hereby accepts such appointment, ------------- obligations imposed by this Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe Holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant Certificates. (c) Certificates to be complied with by the Company. The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) . The Warrant Agent shall incur no liability or responsibility to the Company or to any Holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) . The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Company Agent in the execution of this Agreement as the parties shall also agree from time to time, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature reasonably incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Agreement except as a result of the Warrant Agent's its negligence or bad faithwillful misconduct. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in . No provision of this Agreement shall require the Warrant Certificates. (h) Agent to expend or risk its own funds. The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct (which gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), or (iv) have any responsibility to determine whether a transfer of a Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company from the Chief Executive Officer, the President, the Chief Financial Officer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. (i) The Warrant Agent may, at its own expense, consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expenses, taxes reasonable expenses incurred in connection with the execution and governmental charges and all other charges of any kind or nature incurred by the Warrant Agent in the performance administration of this Agreement. Agreement (f) The Company shall including the reasonable compensation and expenses of its counsel), and further agrees to indemnify the Warrant Agent for, and hold it harmless against against, any and all liabilitiesloss, including judgmentsliability or expense incurred without gross negligence or willful misconduct on its part, costs and counsel fees, incurred arising out of or in connection with its performance the acceptance and administration of this AgreementAgreement (which gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). (k) No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent's ’s own gross negligence or bad faithwillful misconduct) after giving 60 days prior written notice to the Company. In no case shall The Company may remove the Warrant Agent be liable for specialupon written notice, indirect, incidental or consequential loss or damage of any kind whatsoever, even if and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been advised of the likelihood notified in writing of such loss or damage. (g) The resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant (if such Holder first submits his, her or its Warrant Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new warrant agent, provided that, for purposes of this Agreement, the Company shall be under no obligation deemed to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish be the Warrant Agent until a new warrant agent is appointed. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with reasonable security the same powers, rights, duties and indemnity responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this subsection 14(k), however, or any costs and expenses which may be incurred in connection with such actiondefect therein, suit or legal proceeding, but this provision shall not affect the power legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. The Company shall, or shall cause the successor Warrant Agent to, deliver to take each Holder at such action Holder’s last address as shown on the register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor Warrant Agent’s address for communication. (l) Any corporation into which the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants new warrant agent may be enforced by merged or converted or any corporation resulting from any consolidation to which the Warrant Agent without the possession of or any of the Warrant Certificates new warrant agent shall be a party or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 14(k) above or (ii) is a shareholder, director, officer or employee wholly owned subsidiary of such the Warrant Agent. Nothing herein shall preclude the Any such successor Warrant Agent from acting shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in any other capacity for the Company or for any other legal entityaccordance with Section 14 above.

Warrant Agent. The Company hereby appoints the Warrant Agent to act as undertakes the agent of the Company, duties and the obligations imposed by this Warrant Agent hereby accepts such appointment, Agreement upon the following terms and conditions conditions, by all of which the Company and every Warrant Holderthe Holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Warrant Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement reasonable compensation for the all services rendered by the Warrant Agent. The Company shall also Agent in the execution of this Warrant Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature reasonably incurred by the Warrant Agent in the performance execution of this Agreement. (f) The Company shall Warrant Agreement and to indemnify the Warrant Agent and hold save it harmless against any and all liabilities, including judgments, reasonable costs and counsel fees, incurred for anything done or omitted by the Warrant Agent in connection with its performance the execution of this Agreement, Warrant Agreement except as a result of the Warrant Agent's its negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gf) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Warrant Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Warrant Agreement except for its own negligence or bad faith. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any Holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Warrant Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) The Warrant Agent shall be entitled to rely on the statements of the Company and the Holders, and shall be under no duty or responsibility with respect to any such statements. (k) The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or other common stock or property upon the exercise of any Warrant.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates. , (ciii) The Warrant Agent may consult at be liable for any time act or omission in connection with counsel satisfactory to it this Agreement except for its own gross negligence or willful misconduct or (who may be counsel for the Company), and the Warrant Agent shall incur no liability or iv) have any responsibility to the Company or to any determine whether a transfer of a Warrant Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance complies with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or partiesapplicable securities laws. (e) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, the President, any Vice President, the Treasurer, or the Secretary or any Assistant Secretary of the Company agrees and to pay apply to any such officer for written instructions (which will then be promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the amount(s) described instructions of any such officer, except for its own gross negligence or willful misconduct, but in Schedule A to this Agreement for the services rendered by the Warrant Agent. The Company shall also reimburse its discretion the Warrant Agent for all expenses, taxes and governmental charges and all may in lieu thereof accept other charges evidence of any kind such or nature incurred by the Warrant Agent in the performance of this Agreementmay require such further or additional evidence as it may deem reasonable. (f) The Company shall indemnify the Warrant Agent and hold it harmless against may exercise any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence rights and powers hereby vested in it or bad faith. In no case shall perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage selection and in the continued employment of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) persons. The Warrant Agent shall not be under no any obligation or duty to institute institute, appear in or defend any action, suit or legal proceeding or in respect hereof, unless first indemnified to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company, or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.its

Warrant Agent. The Company hereby appoints Warrant Agent undertakes the duties and obligations imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement against the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, Agent) upon the following terms and conditions by conditions, all of which the Company and every Warrant Holderthe holders of Warrants, by their acceptance of a Warrantthereof, shall be bound: (a) Statements The statements contained in this Agreement herein and in the Warrant Certificates shall be taken as statements of the Company. The Company and the Warrant Agent assumes no responsibility hereunder only for the correctness of any statement which describes of the same except such as describe the Warrant Agent and/or for or action taken or to be taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrant AgentCertificates except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the Company's covenants contained in this Agreement or in the Warrant CertificatesCertificates to be complied with by the Company. (c) The Warrant Agent may consult at any time with counsel satisfactory to it of its own selection (who may be counsel for the Company), ) and the Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided . The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Warrant Agent shall have exercised reasonable not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care in the selection and continued employment of such counselby it hereunder. (d) In the absence of bad faith on its part, the Warrant Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Holder Certificate for any action taken in reliance upon on any Warrant Certificate, certificate of shares, notice, resolution, waiver, consent, order, certificate certificate, or other paper, document or instrument (whether in its original or facsimile form) believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (e) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement such compensation for the all services rendered by the Warrant Agent. The Agent in the administration and execution of this Agreement as the Company and the Warrant Agent shall also agree in writing and to reimburse the Warrant Agent for all expenses, taxes and governmental charges and all other charges of any kind or and nature incurred by the Warrant Agent in the performance execution of this Agreement (including reasonable fees and expenses of its counsel) and to indemnify the Warrant Agent (and any predecessor Warrant Agent) and save it harmless against any and all claims (whether asserted by the Company, a holder or any other person), damages, losses, expenses (including taxes other than taxes based on the income of the Warrant Agent), liabilities, including judgments, costs and reasonable counsel fees and expenses, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of its negligence or willful misconduct. The provisions of this Section 10(e) shall survive the expiration of the Warrants and the termination of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more registered holders of Warrant Holders Certificates shall furnish the Warrant Agent with reasonable security and indemnity reasonably satisfactory to it for any costs and expenses which may be incurred in connection with such action, suit or legal proceedingincurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, it may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, Agent and any recovery of judgment shall be for the ratable benefit of the Warrant Holders registered holders of the Warrants, as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (hg) The Warrant Agent Agent, and any shareholderstockholder, director, officer or employee of the Warrant Agent it, may buy, sell or deal in any of the Warrants or other securities of the Company, Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company, Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. (h) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of the loss or damage and regardless of the form of the action. (i) The Warrant Agent shall not at any time be under any duty or responsibility to any holder of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or number of the Warrant Shares or other securities or property deliverable as provided in this Agreement, or to determine whether any facts exist which may require any of such adjustments, or with respect to the nature or extent of any such adjustments, when made, or with respect to the method employed in making the same. The Warrant Agent shall not be accountable with respect to the validity or value or the kind or amount of any Warrant Shares or of any securities or property which may at any time be issued or delivered upon the exercise of any Warrant or with respect to whether any such Warrant Shares or other securities will when issued be validly issued and fully paid and nonassessable, and makes no representation with respect thereto. (j) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible. (k) Any application by the Warrant Agent for written instructions from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted. (l) No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights. (m) In addition to the foregoing, the Warrant Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted by it in connection with its administration of this Agreement if such acts or omissions are in reliance upon (i) the proper execution of the certification concerning beneficial ownership appended to the form of assignment and the form of the election attached hereto unless the Warrant Agent shall have actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such certification including, without limitation, any refusal to honor any otherwise permissible assignment or election by reason of such non-execution.

Warrant Agent. (a) The Company hereby appoints the Warrant Agent to act as the agent of the Company, and the Warrant Agent hereby accepts such appointment, upon the following terms and conditions by all of which the Company and every Warrant Holder, by acceptance of a Warrant, shall be bound: (a) Statements contained in this Agreement and in the Warrant Certificates shall be taken as statements of the Company. The Warrant Agent assumes responsibility hereunder only for the correctness of any statement which describes agree that the Warrant Agent and/or for action taken or to be taken by will serve as an agent of the Warrant AgentCompany as set forth in this Agreement. (b) The Warrant Agent shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Series E Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any Series E Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Series E Warrant or the correctness of the representations of the Company made in such certificates that the Warrant Agent receives. (c) The Warrant Agent shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount of securities or other property receivable by Holders upon the exercise of Series E Warrants, nor to determine the accuracy or correctness of any such calculation. (d) The Warrant Agent shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature is genuine or properly authorized, (ii) be responsible for any failure of by the Company to comply with any of the Company's covenants its obligations contained in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Series E Warrant complies with applicable securities laws. (ce) The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer, the President, any Vice President, the Treasurer, or the Secretary or any Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be promptly given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem reasonable. (f) The Warrant Agent may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement. (g) The Company will take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under this Agreement. (h) The Warrant Agent shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties as are specifically set forth herein. (i) The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder in respect of for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel, provided the Warrant Agent shall have exercised reasonable care in the selection and continued employment of such counsel. (d) The Warrant Agent shall incur no liability or responsibility to the Company or to any Warrant Holder for any action taken in reliance upon any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (ej) The Company agrees to pay to the Warrant Agent the amount(s) described in Schedule A to this Agreement compensation for the all services rendered by the Warrant Agent. The Agent hereunder as the Company shall also and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for all expensesreasonable expenses incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and expenses of its counsel), taxes and governmental charges and all other charges of any kind or nature incurred by further agrees to indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the performance acceptance and administration of this Agreement. (f) The Company shall indemnify the Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and counsel fees, incurred in connection with its performance of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. In no case shall the Warrant Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Warrant Agent has been advised of the likelihood of such loss or damage. (gk) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred in connection with such action, suit or legal proceeding, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may, in its sole and absolute discretion, consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery of judgment shall be for the ratable benefit of the Warrant Holders as their respective rights or interests may appear, subject to the terms set forth in the Warrant Certificates. (h) The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent Agent, may buy, sell or deal in any of the Series E Warrants or other securities of the Company, Company or its Affiliates or become pecuniarily interested in any transaction transactions in which the Company or its Affiliates may be interested, or contract with or lend money to the Company, Company or its Affiliates or otherwise act as fully and freely as though it were not the Warrant Agent under this Agreement or a shareholder, director, officer or employee of such Warrant AgentAgreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entityPerson. (l) No resignation or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence or willful misconduct) after giving written notice to the Company. The Company may remove the Warrant Agent upon written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder, except as aforesaid. The Warrant Agent shall, at the Company’s expense, cause to be mailed (by first class mail, postage prepaid) to each Holder of a Series E Warrant at such Holder’s last address as shown on the register of the Company maintained by the Warrant Agent a copy of said notice of resignation or notice of removal, as the case may be. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If the Company fails to do so within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Series E Warrant may apply to any court of competent jurisdiction for the appointment of a new warrant agent. After acceptance in writing of such appointment by the new warrant agent, it shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent. Not later than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent. Failure to give any notice provided for in this Section 15(l), however, or any defect therein, shall not affect the legality or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. (m) Any corporation into which the Warrant Agent or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially all of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of Section 15(l) or (ii) is a wholly owned subsidiary of the Warrant Agent. Any such successor Warrant Agent shall promptly cause notice of its succession as Warrant Agent to be mailed (by first class mail, postage prepaid) to each Holder in accordance with Section 14.