Common use of Concerning the Warrant Agent Clause in Contracts

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may May consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless determined solely by the Company in acting upon provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any certificateother act hereunder be deemed to make any representations as to the validity, statement, instrument, opinion, notice, letter, facsimile transmission, telegram value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other documentproperty delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Purchase Price or the Redemption Price provided in this Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustment, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of facts contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by wilful misconduct. The Warrant Agent is duly, completely may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by its determination; f) shall not be obligated to take President, any legal Vice President, its Secretary, or Assistant Secretary, (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand reasonably believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's negligence or wilful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or wilful misconduct), after giving thirty (30) days' prior written notice to the Company. At least fifteen (15) days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. If the Company shall fail to make such appointment within a period of fifteen (15) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction in the State of New York for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effects as though it were not the Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company if so authorized by the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless determined solely by the Company in acting upon provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any certificateother act hereunder be deemed to make any representations as to the validity, statement, instrument, opinion, notice, letter, facsimile transmission, telegram value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other documentproperty delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Purchase Price or the Redemption Price provided in this Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustment, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of facts contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by wilful misconduct. The Warrant Agent is duly, completely may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by the Chairman of the Board, President, any Vice President, its determination; f) shall not be obligated to take any legal Secretary, or Assistant Secretary, (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's negligence or wilful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or wilful misconduct), after giving 30 days' prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. If the Company shall fail to make such appointment within a period of 15 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company that is a registered transfer agent under the Securities Exchange Act of 1934. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effects as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; (b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; (c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; (f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and (g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. 14.1. The Warrant Agent: a) Agent shall have no act hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless determined solely by the Company in acting upon provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any certificateother act hereunder be deemed to make any representations as to the validity, statement, instrument, opinion, notice, letter, facsimile transmission, telegram value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other documentproperty delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. 14.2. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Purchase Price provided in this Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustment, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of facts contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence or opinion of such counsel;willful misconduct. e) solely shall make the final determination as to whether or not a Warrant received by 14.3. The Warrant Agent is duly, completely may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with the opinion or advice of such counsel. Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by the President, its determination; f) shall not be obligated to take any legal Secretary, or Assistant Secretary (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. 14.4. The Company agrees to pay the Warrant Agent compensation for its services hereunder and to reimburse it for its expenses hereunder in accordance with the fees listed on Schedule I attached hereto; it further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent’s negligence or willful misconduct. 14.5. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent’s own negligence or willful misconduct), after giving 60 days’ prior written notice to the Company. At least 30 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company’s expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new Warrant Agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but, if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. 14.6. Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. 14.7. The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effects as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including including, without limitation limitation, obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by The Company agrees to pay to the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. (b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. (c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a of any other legal action or proceeding. For the purposes of this Section 16, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant received by Warrant Agent is duly, completely and correctly executedAgent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (d) The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. (e) Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding. For the purposes of this Section 16, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any the term “expense or liability unless it shall have been furnished loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any express written consent of the Company’s obligations relating , and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (f) Neither party to this Agreement shall be liable to the Registration Statement other party for any consequential, indirect, special or incidental damages under any provision of this Warrant AgreementAgreement or for any consequential, including without limitation obligations under applicable regulation indirect, penal, special or lawincidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

Concerning the Warrant Agent. The Warrant Agent: a(i) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b(ii) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c(iii) may rely on on, and shall be held harmless by the Company in acting upon upon, written or oral instructions or statements from the Company with respect to any matter relating to its acting as the Warrant Agent; d(iv) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered suffered, or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e(v) solely shall make the final determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with its such determination; f(vi) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g(vii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including including, without limitation limitation, obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent ---------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless determined solely by the Company in acting upon provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any certificateother act hereunder be deemed to make any representations as to the validity, statementvalue, instrument, opinion, notice, letter, facsimile transmission, telegram or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other documentproperty delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Purchase Price or the Redemption Price provided in this Agreement, or to determine whether any security delivered fact exists which may require any such adjustments, or with respect to itthe nature or extent of any such adjustment, and reasonably when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered, or omitted by it in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been made signed or signed presented by the proper party or parties; c, (ii) may rely be responsible for any failure on and shall be held harmless by the part of the Company to comply with any of its covenants and obligations contained in acting upon written this Agreement or oral instructions in any Warrant Certificate, or statements from the Company (iii) be liable for any act or omission in connection with respect to this Agreement except for its own negligence or wilful misconduct. The Warrant Agent may at any matter relating to its acting as Warrant Agent; d) may time consult with counsel satisfactory to it (including who may be counsel for the Company) and shall be held harmless by the Company in relying on the advice incur no liability or opinion of such counsel in respect of responsibility for any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or advice or opinion of such counsel; e) solely . Any notice, statement, instruction, request, direction, order, or demand of the Company shall make be sufficiently evidenced by an instrument signed by the final determination as to whether Chairman of the Board, President, any Vice President, its Secretary, or not a Warrant received by Warrant Agent Assistant Secretary, (unless other evidence in respect thereof is duly, completely and correctly executed, and herein specifically prescribed). The Warrant Agent shall not be held harmless by the Company in respect of liable for any action taken, suffered or omitted by Warrant Agent hereunder in good faith and it in accordance with its determination; f) shall not be obligated to take any legal such notice, statement, instruction, request, direction, order, or other action hereunder which might, in its judgment, subject or expose demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any expense and all losses, expenses, and liabilities, including judgments, costs, and counsel fees, for anything done or liability unless omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses, and liabilities arising as a result of the Warrant Agent's negligence or wilful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or wilful misconduct), after giving 60 days' prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties, and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act, or deed; but if for any reason it shall have been furnished with an indemnity satisfactory be necessary or expedient to it; and g) execute and deliver any further assurance, conveyance, act, or deed, the same shall not be liable or responsible for any failure done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effects as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity.

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company and the Underwriter, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or implied;by any other act hereunder, be deemed to make any representations as to the validity or value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and non-assessable. (b) may rely on and The Warrant Agent shall not at any time be held harmless by under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Company Purchase Price provided in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentthis Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustment, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustment, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of fact contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own gross negligence or opinion of such counsel;willful misconduct. e(c) solely shall make the final determination as to whether or not a Warrant received by The Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall may at any time consult with counsel satisfactory to it (who may be held harmless by counsel for the Company in respect of or the Underwriter) and shall incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with its determination;the opinion or advice of such counsel. f(d) Any notice, statement, instruction, request, direction, order or demand of the Company shall not be obligated to take sufficiently evidenced by an instrument signed by the Chairman of the Board of Directors, President or any legal or Vice President (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; the Company further agrees to indemnify the Warrant Agent and hold it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's gross negligence or willful misconduct. (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving thirty (30) days' prior written notice to the Company. At least fifteen (15) days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation the Company shall appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than ten million dollars ($10,000,000) or a stock transfer company doing business in New York, New York. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the warrant agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. (g) Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged, any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any new warrant agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holders of each Warrant Certificate. (h) The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effect as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this for any other legal entity. (i) The Warrant Agreement, including without limitation obligations under applicable regulation or lawAgent shall retain for a period of two (2) years from the date of exercise any Warrant Certificate received by it upon such exercise.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those expressly set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by the Company it in acting reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting , or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant AgentAgent hereunder; dc) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ed) solely shall make be held harmless by the final Company and any other person in respect of any action taken, suffered or omitted to be taken by the Warrant Agent hereunder in accordance with any determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fe) shall not be obligated to expend or risk its own funds or to take any legal action that it believes would expose or other action hereunder which might, in its judgment, subject or expose it to any expense or liability or to a risk of incurring expense or liability, unless it shall have has been furnished with an assurances of repayment or indemnity satisfactory to it; and; gf) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; g) and its officers, directors and employees, may become the owner of, or acquire any interest in, any Warrant, with the same rights that it or they would have were it not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as a depositary, trustee or agent for, any committee or body of holders of Warrants, or other securities or obligations of the Company, as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under an indenture; h) shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Warrant Agreement; i) 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 Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants; j) shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant or in the case of the receipt of any written demand from any Warrant holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company; k) shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Warrant Agreement or in the Warrants to be complied with by the Company; l) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys-in-fact, and the Warrant Agent shall not be responsible for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact, so long as the Warrant Agent acts without gross negligence or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) in connection with the selection of such agents or attorneys-in-fact; and m) 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 assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants. 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 (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction). The Warrant Agent shall not be liable for any error of judgment made by it, unless it shall be proved that the Warrant Agent was grossly negligent in ascertaining the pertinent facts (as determined by a final, non-appealable judgment of a court of competent jurisdiction).

Concerning the Warrant Agent. The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless determined solely by the Company in acting upon provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any certificateother act hereunder be deemed to make any representations as to the validity, statementvalue, instrument, opinion, notice, letter, facsimile transmission, telegram or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other documentproperty delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Purchase Price or the Redemption Price provided in this Agreement, or to determine whether any security delivered fact exists which may require any such adjustments, or with respect to itthe nature or extent of any such adjustment, and reasonably when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered, or omitted by it in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been made signed or signed presented by the proper party or parties; c, (ii) may rely be responsible for any failure on and shall be held harmless by the part of the Company to comply with any of its covenants and obligations contained in acting upon written this Agreement or oral instructions in any Warrant Certificate, or statements from the Company (iii) be liable for any act or omission in connection with respect to this Agreement except for its own negligence or wilful misconduct. The Warrant Agent may at any matter relating to its acting as Warrant Agent; d) may time consult with counsel satisfactory to it (including who may be counsel for the Company) and shall be held harmless by the Company in relying on the advice incur no liability or opinion of such counsel in respect of responsibility for any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or advice or opinion of such counsel; e) solely . Any notice, statement, instruction, request, direction, order, or demand of the Company shall make be sufficiently evidenced by an instrument signed by the final determination as to whether Chairman of the Board, President, any Vice President, its Secretary, or not a Warrant received by Warrant Agent Assistant Secretary (unless other evidence in respect thereof is duly, completely and correctly executed, and herein specifically prescribed). The Warrant Agent shall not be held harmless by the Company in respect of liable for any action taken, suffered or omitted by Warrant Agent hereunder in good faith and it in accordance with its determination; f) shall not be obligated to take any legal such notice, statement, instruction, request, direction, order, or other action hereunder which might, in its judgment, subject or expose demand believed by it to be genuine. The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any expense and all losses, expenses, and liabilities, including judgments, costs, and counsel fees, for anything done or liability unless omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses, and liabilities arising as a result of the Warrant Agent's negligence or wilful misconduct. The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or wilful misconduct), after giving 60 days' prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint a new warrant agent in writing. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties, and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act, or deed; but if for any reason it shall have been furnished with an indemnity satisfactory be necessary or expedient to it; and g) execute and deliver any further assurance, conveyance, act, or deed, the same shall not be liable or responsible for any failure done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effects as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no , in accordance with a mutually agreed upon fee schedule, reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any and all liability, judgment, fine, penalty, claim, demand, settlement, cost, expense (including reasonable fees of its legal counsel), loss or obligations other than those set forth herein and no duties damage, which may be paid, incurred or obligations shall suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability for any actions taken, suffered, or omitted to be inferred or implied; b) may rely on and shall be held harmless taken by the Company Warrant Agent in acting upon connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any certificateclaim of liability arising therefrom, statement, instrument, opinion, notice, letter, facsimile transmission, telegram directly or other documentindirectly, or any security delivered to itenforcing its rights hereunder; provided, that such covenant and agreement does not extend to, and reasonably believed by it to the Warrant Agent shall not be genuine and to have been made indemnified with respect to, such liability, judgment, fine, penalty, claim, demand, settlement, cost, expense, loss or signed damage incurred or suffered by the proper party Warrant Agent as a result of, or parties; c) arising out of, its own gross negligence, bad faith, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction). From time to time, the Company may rely on and shall be held harmless provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to the Chief Executive Officer, the Chief Financial Officer or the Corporate Controller of Company in acting upon written for instruction, and may consult with legal counsel for the Warrant Agent or oral instructions or statements from the Company with respect to any matter relating arising in connection with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) agents and subcontractors shall not be liable and shall be held harmless indemnified by the Company for any action taken or omitted by the Warrant Agent in relying on reliance upon any instructions by such officers of the Company or upon the advice or opinion of such legal counsel in respect for the Company. The Warrant Agent shall not be held to have notice of any action takenchange of authority of any such officer of the Company until receipt of written notice thereof from the Company. To the extent the Company is not also a party to an action, suffered proceeding, suit or omitted claim against the Warrant Agent concerning this Agreement or the performance by it hereunder the Warrant Agent of its duties hereunder, the Warrant Agent shall, as promptly as practicable, notify the Company thereof in good faith and writing in accordance with such advice or opinion Section 21 of the assertion of such counsel; e) solely shall make action, proceeding, suit or claim against the final determination Warrant Agent, after the Warrant Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to provide such notice shall not affect the rights of the Warrant Agent hereunder, except to the extent a court of competent jurisdiction determines that such failure actually prejudiced the Company. The Company shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim. The Warrant Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary herein, the Warrant Agent’s aggregate liability with respect to, arising from, or arising in connection with this Agreement or any Warrant, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not a exceed, the amounts paid under this Agreement by the Company to Warrant received by Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is dulybeing sought. The Warrant Agent and the Company agree that all books, completely records, information and correctly executeddata pertaining to the business of the other party, including inter alia, personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement (including the fees for services set forth in the mutually agreed upon fee schedule) shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions). The provisions of this Section 16, Section 18, and Section 30 below shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawterms hereof.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those expressly set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by the Company it in acting reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentdocument by the Company, or any security delivered to itit by the Company, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting , or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant AgentAgent hereunder; dc) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ed) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted to be taken by the Warrant Agent hereunder in good faith and in accordance with its determinationany determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed; fe) shall not be obligated to take any legal action that it believes would expose or other action hereunder which might, in its judgment, subject or expose it to any expense or liability liability, unless it shall have has been furnished with an assurances of repayment or indemnity satisfactory to it; and; gf) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; g) and its officers, directors and employees, may become the owner of, or acquire any interest in, any Warrant, with the same rights that it or they would have were it not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as a depositary, trustee or agent for, any committee or body of holders of Warrants, or other securities or obligations of the Company, as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under an indenture; h) 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 Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants; i) shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant or in the case of the receipt of any written demand from any Warrant holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company; and j) shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Warrant Agreement or in the Warrants to be complied with by the Company; k) 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 assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants. 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 (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction). The Warrant Agent shall not be liable for any error of judgment made by it, unless it shall be proved that the Warrant Agent was grossly negligent in ascertaining the pertinent facts (as determined by a final, non-appealable judgment of a court of competent jurisdiction).

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement on the following terms and conditions, by all of which the Company and the Holders of Warrants, by their acceptance thereof shall be bound: a) shall have no duties or obligations other than those set forth 15.1 The statements contained herein and no duties or obligations in the Warrants shall be inferred or implied; b) may rely on and shall be held harmless by taken as statements of the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to itCompany, and reasonably believed the Warrant Agent assumes no responsibility for the correctness of any of the same except such as describe the Warrant Agent or action taken by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company it. The Warrant Agent assumes no responsibility with respect to any matter relating to its acting the distribution of the Warrants except as Warrant Agent;herein otherwise provided. d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and 15.2 The Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Warrants to be compiled with by the Company’s obligations relating . 15.3 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 attorney, agents or employees, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect, or misconduct of any such attorney, agents, or employees or for any loss to the Registration Statement Company resulting from such neglect or misconduct; provided, reasonable care shall have been exercised in the selection and continued employment thereof. 15.4 The Warrant Agent may consult at any time with legal 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 in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance with the opinion or the advise of such counsel. 15.5 Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder; such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the president or a vice president, or the treasurer, or the secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance on such certificate. 15.6 The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by Warrant Agent in the execution of this Agreement, to reimburse the Warrant Agent for all expenses, taxes, and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the execution of this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs, and counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent's negligence or bad faith. 15.7 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 Warrants shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without limitation obligations any such security or indemnity. All rights of action under applicable regulation this Agreement or lawunder any of the Warrants may be enforced by the Warrant Agent without the possession of any of the 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, and any recovery of judgment shall be for the ratable benefit of the Holders of Warrants, as their respective rights or interest may appear. 15.8 The Warrant Agent and any stockholder, 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 or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity. 15.9 The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Warrant 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. 15.10 The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder of any Warrant for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document, or instrument reasonably believed by it to be genuine and to have been signed, sent, or presented by the proper party or parties. 15.11 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 (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 any Shares (or other stock) to be issued pursuant to this Agreement or any Warrant or as to whether any Shares (or other stock) will when issued be validly issued, fully paid, and non-assessable or as to the Warrant Price, or the number or kind or amount of Shares or other securities or other property issuable on exercise of any Warrant. 15.12 The Warrant Agent is hereby authorized and directed to accept the instructions with respect to the performance of its duties hereunder from the chairman of the board or the president or a vice president or the secretary or the treasurer 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 by it in good faith in accordance with instructions of any such officer.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied, including, without limitation, the duties and obligations of the Company set forth in the Form of Warrant; b) may rely on and shall be held harmless and protected by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and; g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; h) shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only; i) shall not have any duty 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, including, without limiting the generality of the foregoing, 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) 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 Warrant Agreement, and nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity; k) 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 attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or wilful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof; l) shall not be obligated to expend or risk its own funds or to take any action that it believes is illegal or would expose or subject it to 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; m) 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 Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants; and n) may rely on and be fully authorized and protected in acting or failing to act upon (a) 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 (b) 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.

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred determined solely by the provisions of this Agreement. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or implied;by any other act hereunder be deemed to make any representations as to the validity, value or authorization of the (b) may rely on and The Warrant Agent shall not at any time be held harmless by under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Company Purchase Price or the Redemption Price provided in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentthis Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustment, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of facts contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence or opinion of such counsel;wilful misconduct. e(c) solely shall make the final determination as to whether or not a Warrant received by The Warrant Agent is duly, completely may at any time consult with counsel satisfactory to it (who may be counsel for the Company) and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with the opinion or advice of such counsel. (d) Any notice, statement, instrument, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by the Chairman of the Board, President, any Vice President, its determination; f) shall not be obligated to take any legal Secretary, or Assistant Secretary, unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is specifically prescribed in this Agreement. The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand believed by it to be genuine. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and hold it harmless against any and all costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's negligence or wilful misconduct. (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or wilful misconduct), after giving thirty (30) days' prior written notice to the Company. At least fifteen (15) days prior to the date such resignation is to become effective, the Warrant (g) Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holder of each Warrant Certificate. (h) The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company to comply and otherwise deal with any of the Company’s obligations relating Company in the same manner and to the Registration Statement same extent and with like effects as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity. 16.

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company and National, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or implied;by any other act hereunder, be deemed to make any representations as to the validity or value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. (b) may rely on and The Warrant Agent shall not at any time be held harmless by under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Company Exercise Price or the Redemption Price provided in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentthis Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustments, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of fact contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence, bad faith or opinion of such counsel;willful misconduct. e(c) solely shall make the final determination as to whether or not a Warrant received by The Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall may at any time consult with counsel satisfactory to it (who may be held harmless by counsel for the Company in respect of or for National) and shall incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with its determination;the opinion or advice of such counsel. f(d) Any notice, statement, instruction, request, direction, order or demand of the Company shall not be obligated to take sufficiently evidenced by an instrument signed by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President or any legal or Vice President (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand reasonably believed by it to be genuine. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; the Company further agrees to indemnify the Warrant Agent and save it harmless from and against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's negligence, bad faith or willful conduct. (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities resulting as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving 30 days' prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any inability of the Warrant Agent to act as such hereunder, the Company shall appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of 15 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to the Registered Holder of each Warrant Certificate. (g) Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged, any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any new warrant agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holders of each Warrant Certificate. (h) The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effect as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this for any other legal entity. (i) The Warrant Agreement, including without limitation obligations under applicable regulation or lawAgent shall retain for a period of two years from the date of exercise any Warrant Certificate received by it upon such exercise.

Concerning the Warrant Agent. The Warrant Agent: ai) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; bii) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile or electronic transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; ciii) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; div) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ev) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fvi) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and gvii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no duties or obligations other than those set forth herein Agent acts hereunder as agent and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel a ministerial capacity for the Company) , and its duties shall be held harmless determined solely by the Company in relying on provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any other act hereunder, be deemed to make any representations as to the advice validity or opinion value or authorization of such counsel in respect the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. (b) The Warrant Agent shall not at any time (i) be liable for any recital or statement of fact contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence or opinion of such counsel;willful misconduct. e(c) solely shall make the final determination as to whether or not a Warrant received by The Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by may at any time consult with counsel for the Company in respect of and shall incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with the opinion or advice of such counsel. (d) Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by its determination; f) shall not be obligated to take any legal President, a Vice President, its Treasurer, an Assistant Treasurer, its Secretary, or an Assistant Secretary (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand. (e) The Company agrees to pay the Warrant Agent the usual and customary compensation it normally receives for its services of this nature and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except those arising as a result of the Warrant Agent's negligence or willful misconduct. (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or willful misconduct), after giving 30 days' prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to each Registered Holder at the Company's expense. Upon such resignation the Company shall appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then any Registered Holder may apply in 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 is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the warrant agent, without any further assurance, conveyance, act or deed; provided, however, that if for any reason it shall be necessary or expedient to execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with be mailed to each Registered Holder. (g) Any corporation into which the Warrant Agent or any new warrant agent may be converted or 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 succeeding to the corporate trust business of the Warrant Agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed, at its expense, to the Company and to each Registered Holder. (h) The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company’s obligations relating Company and otherwise deal with the Company in the same manner and to the Registration Statement same extent and with like effect as though it were not the Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this Warrant Agreement, including without limitation obligations under applicable regulation or lawfor any other legal entity.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless determined solely by the Company in acting upon provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any certificateother act hereunder be deemed to make any representations as to the validity, statementvalue, instrument, opinion, notice, letter, facsimile transmission, telegram or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other documentproperty delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. The Warrant Agent shall not at any time be under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Purchase Price or the Redemption Price provided in this Agreement, or to determine whether any security delivered fact exists which may require any such adjustments, or with respect to itthe nature or extent of any such adjustment, and reasonably when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered, or omitted by it in reliance on any warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been made signed or signed presented by the proper party or parties; c, (ii) may rely be responsible for any failure on and shall be held harmless by the part of the Company to comply with any of its covenants and obligations contained in acting upon written this Agreement or oral instructions in any Warrant Certificate, or statements from the Company (iii) be liable for any act or omission in connection with respect to this Agreement except for its own negligence or wilful misconduct. The Warrant Agent may at any matter relating to its acting as Warrant Agent; d) may time consult with counsel satisfactory to it (including who may be counsel for the Company) and shall be held harmless by the Company in relying on the advice incur no liability or opinion of such counsel in respect of responsibility for any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or advice or opinion of such counsel; e) solely shall make the final determination as to whether . Any notice, statement, instruction, request, direction, order, or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure demand of the Company to comply with any shall be sufficiently evidenced by an instrument signed by the Chairman of the Company’s obligations relating to the Registration Statement Board, President, any Vice President, its Secretary, or this Warrant AgreementAssistant Secretary, including without limitation obligations under applicable regulation or law.(unless other evidence in respect thereof is herein specifically

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by The Company agrees to pay to the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration. (b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. (c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel;notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. e(d) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s gross negligence, bad faith or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. (e) Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding. For the purposes of this Section 15, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any the term “expense or liability unless it shall have been furnished loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any express written consent of the Company’s obligations relating , and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (f) Neither party to this Agreement shall be liable to the Registration Statement other party for any consequential, indirect, special or incidental damages under any provision of this Warrant AgreementAgreement or for any consequential, including without limitation obligations under applicable regulation indirect, penal, special or lawincidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by The Company agrees to pay to the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. (b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its breach of this Agreement or the Warrant Agent’s gross negligence, bad faith, or willful misconduct. (c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a Warrant received by Warrant Agent is dulyof any other legal action or proceeding. For the purposes of this Section 13, completely and correctly executedthe terms “expense” or “loss” mean any amount paid or payable to satisfy any claim, demand, action, suit or proceeding, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (d) The Warrant Agent shall be held responsible for any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability (collectively, “Losses”), and shall indemnify and hold the Company harmless from and against such Losses, arising out of or attributable to the Warrant Agent’s breach of Section 7(b) of this Agreement. (e) Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawproceeding.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may May consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations with respect to this Warrant Agreement other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to itit by the Company, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel); e) solely shall make the final determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its reasonable judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity reasonably satisfactory to it; and; g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; and h) shall not be required to take any action, including as set forth in this Warrant Agreement (i) in violation of any of the terms or conditions contained in the Transfer Agency Agreement, (ii) in violation of any law, rule, statute or regulation applicable to the Warrant Agent, or (iii) to the extent any issuance or transfer is prohibited pursuant to court order.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes ---------------------------- the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations expressly imposed by this Agreement (and no implied duties) upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have The Warrant Agent assumes no duties responsibility for the correctness of any statement contained herein or obligations other than those set forth herein and no duties in the Warrant Certificate, except such as describe the Warrant Agent or obligations any action taken by it. (b) The Warrant Agent shall be inferred or implied; b) may rely on protected and shall not be held harmless responsible for and shall incur no liability to the Company or any Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in acting upon it or perform any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram duty hereunder either itself (through its employees) or other document, by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any security delivered to it, and reasonably believed attorney or agent appointed by it to be genuine and to have been made without gross negligence or signed by the proper party or parties;willful misconduct. c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) Company or an employee of the Warrant Agent), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent’s gross negligence or willful misconduct, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys’ fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve liability or expense unless the Company or one or more Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs, liabilities and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee (“Related Parties”) 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 respect of any transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) The Warrant Agent is hereby authorized to request, and directed to accept, instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, Chief Financial Officer, Treasurer, any Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in good faith and in accordance connection with its determination; f) shall not be obligated to take any legal or other action hereunder which mightduties, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) and shall not be liable or responsible for any failure action taken or suffered to be taken by it without gross negligence or willful misconduct in accordance with instructions of any such officer or officers. (l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be deemed to make any representations 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 or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by Holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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 Company’s obligations relating 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 the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those expressly set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by the Company it in acting reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting , or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant AgentAgent hereunder; dc) may May consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ed) solely shall make be held harmless by the final Company and any other person in respect of any action taken, suffered or omitted to be taken by the Warrant Agent hereunder in accordance with any determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fe) shall not be obligated to expend or risk its own funds or to take any legal action that it believes would expose or other action hereunder which might, in its judgment, subject or expose it to any expense or liability or to a risk of incurring expense or liability, unless it shall have has been furnished with an assurances of repayment or indemnity satisfactory to it; and; gf) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; g) and its officers, directors and employees, may become the owner of, or acquire any interest in, any Warrant, with the same rights that it or they would have were it not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as a depositary, trustee or agent for, any committee or body of holders of Warrants, or other securities or obligations of the Company, as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under an indenture; h) shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Warrant Agreement; i) 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 Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants; j) shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Warrant or in the case of the receipt of any written demand from any Warrant holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company; k) shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Warrant Agreement or in the Warrants to be complied with by the Company; l) may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys-in-fact, and the Warrant Agent shall not be responsible for any loss or expense arising out of, or in connection with, the actions or omissions to act of its agents or attorneys-in-fact, so long as the Warrant Agent acts without gross negligence or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction) in connection with the selection of such agents or attorneys-in-fact; and m) 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 assume any obligations or relationship of agency or trust with any of the owners or holders of the Warrants. 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 (as each is determined by a final, non-appealable judgment of a court of competent jurisdiction). The Warrant Agent shall not be liable for any error of judgment made by it, unless it shall be proved that the Warrant Agent was grossly negligent in ascertaining the pertinent facts (as determined by a final, non-appealable judgment of a court of competent jurisdiction).

Concerning the Warrant Agent. The Warrant Agent: a) 8.1.1 shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) 8.1.2 may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) 8.1.3 may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may 8.1.4 May consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) 8.1.5 solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) 8.1.6 shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) 8.1.7 shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no , in accordance with a mutually agreed upon fee schedule, reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any and all liability, judgment, fine, penalty, claim, demand, settlement, cost, expense (including reasonable fees of its legal counsel), loss or obligations other than those set forth herein and no duties damage, which may be paid, incurred or obligations shall suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability for any actions taken, suffered, or omitted to be inferred or implied; b) may rely on and shall be held harmless taken by the Company Warrant Agent in acting upon connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any certificateclaim of liability arising therefrom, statement, instrument, opinion, notice, letter, facsimile transmission, telegram directly or other documentindirectly, or any security delivered to itenforcing its rights hereunder; provided, that such covenant and agreement does not extend to, and reasonably believed by it to the Warrant Agent shall not be genuine and to have been made indemnified with respect to, such liability, judgment, fine, penalty, claim, demand, settlement, cost, expense, loss or signed damage incurred or suffered by the proper party Warrant Agent as a result of, or parties; c) arising out of, its own gross negligence, bad faith, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction). From time to time, the Company may rely on and shall be held harmless provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to the Chief Executive Officer, the Chief Financial Officer or the Corporate Controller of Company in acting upon written for instruction, and may consult with legal counsel for the Warrant Agent or oral instructions or statements from the Company with respect to any matter relating arising in connection with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) agents and subcontractors shall not be liable and shall be held harmless indemnified by the Company for any action taken or omitted by the Warrant Agent in relying on reliance upon any instructions by such officers of the Company or upon the advice or opinion of such legal counsel in respect for the Company. The Warrant Agent shall not be held to have notice of any action takenchange of authority of any such officer of the Company until receipt of written notice thereof from the Company. To the extent the Company is not also a party to an action, suffered proceeding, suit or omitted claim against the Warrant Agent concerning this Agreement or the performance by it hereunder the Warrant Agent of its duties hereunder, the Warrant Agent shall, as promptly as practicable, notify the Company thereof in good faith and writing in accordance with such advice or opinion Section 21 of the assertion of such counsel; e) solely shall make action, proceeding, suit or claim against the final determination Warrant Agent, after the Warrant Agent has actual notice of such assertion of an action, proceeding, suit or claim or has been served with the summons or other first legal process giving information as to the nature and basis of the action, proceeding, suit or claim; provided that the failure to provide such notice shall not affect the rights of the Warrant Agent hereunder, except to the extent a court of competent jurisdiction determines that such failure actually prejudiced the Company. The Company shall be entitled to participate at its own expense in the defense of any such action, proceeding, suit or claim. The Warrant Agent agrees not to settle any litigation in connection with any action, proceeding, suit or claim with respect to which it may seek indemnification from the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary herein, the Warrant Agent’s aggregate liability with respect to, arising from, or arising in connection with this Agreement or any Warrant, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not a exceed, the amounts paid under this Agreement by the Company to Warrant received by Agent as fees and charges, but not including reimbursable expenses, during the 12 months immediately preceding the event for which recovery from the Warrant Agent is dulybeing sought. The Warrant Agent and the Company agree that all books, completely records, information and correctly executeddata pertaining to the business of the other party, including inter alia, personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions). The provisions of this Section 16, Section 18, and Section 30 below shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.terms hereof..

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate as its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a of any other legal action or proceeding. For the purposes of this Section 17, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant received by Warrant Agent is duly, completely and correctly executedAgent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding. For the purposes of this Section 18, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any the term “expense or liability unless it shall have been furnished loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any express written consent of the Company’s obligations relating to the Registration Statement , and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or this Warrant Agreementincurred in investigating or defending against any such claim, including without limitation obligations under applicable regulation demand, action, suit, proceeding or lawinvestigation.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied, including, without limitation, the duties and obligations of the Company set forth in the Form of Warrant; (b) may rely on and shall be held harmless and protected by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; (c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; (f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and; (g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; (h) shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only; (i) shall not have any duty 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, including, without limiting the generality of the foregoing, 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) 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 Warrant Agreement, and nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity; (k) 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 attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof; (l) shall not be obligated to expend or risk its own funds or to take any action that it believes is illegal or would expose or subject it to 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; (m) 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 Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants; and (n) may rely on and be fully authorized and protected in acting or failing to act upon (a) 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 (b) 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.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 17, the term “expenses and losses” mean any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant Agent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations Agent shall be inferred or implied; b) may rely on responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be held harmless provided under this Agreement, whether in contract or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company in acting upon any certificateto Warrant Agent as fees and charges, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by but not including reimbursable expenses. Promptly after the proper party or parties; c) may rely on and shall be held harmless receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in acting upon respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 17, the term “expenses and losses” mean any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Company, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or oral incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. From time to time, Company may provide Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for Warrant Agent or statements from the Company with respect to any matter relating arising in connection with the services to be performed by the Warrant Agent under this Agreement. Warrant Agent and its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) agents and subcontractors shall not be liable and shall be held harmless indemnified by the Company for any action taken or omitted by Warrant Agent in relying on reliance upon any Company instructions or upon the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and . Warrant Agent shall not be held harmless by the Company in respect to have notice of any action takenchange of authority of any person, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure until receipt of the Company to comply with any of the written notice thereof from Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate as its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a of any other legal action or proceeding. For the purposes of this Section 15, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant received by Warrant Agent is duly, completely and correctly executedAgent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawproceeding.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate as its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a of any other legal action or proceeding. For the purposes of this Section 188, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant received by Warrant Agent is duly, completely and correctly executedAgent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding. For the purposes of this Section 18, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any the term “expense or liability unless it shall have been furnished loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any express written consent of the Company’s obligations relating to the Registration Statement , and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or this Warrant Agreementincurred in investigating or defending against any such claim, including without limitation obligations under applicable regulation demand, action, suit, proceeding or lawinvestigation.

Concerning the Warrant Agent. The Warrant Agent: ai) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; bii) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile or electronic transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; ciii) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; div) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ev) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fvi) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and gvii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; (b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; (c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (e) solely shall make the final determination as to whether or not a New Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; (f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and (g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a of any other legal action or proceeding. For the purposes of this Section 16, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant received by Warrant Agent is duly, completely and correctly executedAgent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawproceeding.

Concerning the Warrant Agent. The Warrant Agent: a) 7.1.1 shall have no duties or obligations other than those set forth herein including in Exhibits A and B, and no duties or obligations shall be inferred or implied; b) 7.1.2 may rely on and shall be held harmless by the Company in acting respect of any action taken, suffered or omitted to be taken by Warrant Agent in connection with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any certificate, statement, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, facsimile transmission, telegram or other paper or document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed signed, executed and, where necessary, verified or acknowledged by the proper party or parties; c) 7.1.3 may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) 7.1.4 may consult with counsel satisfactory to it (including counsel for the CompanyCompany or an employee of the Warrant Agent) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) 7.1.5 solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) 7.1.6 shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) 7.1.7 shall not be deemed to have any knowledge of any event which it was supposed to receive notice thereof hereunder, and Warrant Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; 7.1.8 shall not assume any relationship of agency or trust with any of the holders of a Warrant; 7.1.9 shall not be required to perform any action if such action would cause the Warrant Agent to violate any applicable law, regulation or court order; and 7.1.10 shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or impliedimplied except as may subsequently be agreed to in writing by the Warrant Agent and the Company; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram transmission or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its reasonable judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a(i) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b(ii) may rely on and shall be held harmless and protected by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c(iii) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d(iv) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the written advice or written opinion of such counsel in respect of any action reasonably taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or written opinion of such counsel; e(v) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action reasonably taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f(vi) shall not be obligated to take any legal or other action hereunder which might, in its reasonable judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g(vii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on and shall be held harmless by taken as statements of the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to itCompany, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by Warrant Agent assumes no responsibility for the Company in acting upon written or oral instructions or statements from correctness of any of the Company same. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees), by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the negligence or misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the President, one of the Vice Presidents, or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. The provisions of this subparagraph (f) shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. No implied duties or obligations shall be read into this Agreement 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 negligence or bad faith. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other securities) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other securities) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination;instructions of any such officer or officers. f(m) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with any of the Company’s obligations relating respect either to the Registration Statement Exercise Price or this the kind and amount of shares or other securities or any property receivable by holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agreement, including without limitation obligations under applicable regulation Agent shall have no duty or lawresponsibility in determining the accuracy or correctness of any such calculation.

Concerning the Warrant Agent. The Warrant Agent: a) 7.1.1. shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) 7.1.2. may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) 7.1.3. may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) 7.1.4. may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) 7.1.5. solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) 7.1.6. shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) 7.1.7. shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Purchase Agreement, the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no Agent undertakes the duties or and obligations other than those set forth herein imposed by this Agreement (and no implied duties or and obligations shall be inferred or implied; bread into this Agreement against the Warrant Agent) may rely on upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be held harmless by bound: (a) The statements contained herein and in the Company in acting upon Warrant Certificate shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any 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. (e) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. Without limiting the foregoing, the Company shall notify the Warrant Agent of the occurrence of the Separability Date on the Date it occurs, and until receipt of such notice the Warrant Agent may (but need not) be entitled to assume that any such date has not occurred. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature (including attorneys' fees) incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. The obligations of the Company to the Warrant Agent under this subparagraph (f) shall survive the termination of the agency under this Agreement. (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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 Operating Officer, the Chief Financial Officer, any Vice President or the 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 and shall be fully protected with respect to any action taken or suffered to be taken by it in good faith and without negligence in accordance with instructions of any such officer or officers. (m) Before the Warrant Agent acts or refrains from acting with respect to any matter contemplated by this Warrant Agreement, it may require: (1) an officers' certificate signed by two officers stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Warrant Agreement relating to the proposed action have been complied with; and (2) an opinion of counsel for the Company stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each officers' certificate or opinion of counsel with respect to compliance with a condition or covenant provided for in this Warrant Agreement shall include: (1) a statement that the person making such certificate or opinion has read such covenant or condition; e(2) solely shall make a brief statement as to the final determination nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered such covenant or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have condition has been furnished with an indemnity satisfactory to itcomplied with; and g(4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. The Warrant Agent shall not be liable for and shall be fully protected with respect to any action it takes or responsible for omits to take in good faith in reliance on any failure such certificate or opinion. (n) No provision of this Agreement shall require the Company Warrant Agent to comply with expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the Company’s obligations relating exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those The Company agrees to pay to the Warrant Agent the compensation for all services rendered by it hereunder as set forth herein and no duties in greater detail in the fee schedule attached as Exhibit 2 hereto or obligations shall be inferred or implied; b) may rely on and shall be held harmless as agreed to by the Company and the Warrant Agent and, from time to time, on reasonable demand of the Warrant Agent, its reasonable expenses (including reasonable fees of its legal counsel as permitted hereunder) and other disbursements incurred in acting upon the administration and execution of this Agreement and the exercise and performance of its duties hereunder. (b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any certificatecosts, statementexpenses (including reasonable fees of its legal counsel), instrumentlosses or damages, opinionwhich may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. (c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, letter, facsimile transmission, telegram it may assume the defense of any suit brought to enforce any such claim or of any other document, legal action or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties;proceeding as described in greater detail in Section 16(g) below. c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. (e) Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding as described in greater detail in Section 16(g) below. (f) For the purposes of this Section 16, suffered the term “expense or omitted loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Company or the Warrant Agent, as applicable, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (g) The party against whom a claim shall be made, as addressed in Sections 16(c) and (e) above (the “Indemnifying Party”) shall have the right, upon written notice to the party giving notice of such claim (the “Indemnified Party”), to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by Warrant Agent the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such claim, and which releases the Indemnified Party completely in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of such a claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such claim without the Indemnifying Party’s prior written consent, (which consent shall not be unreasonably withheld). (h) Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, penal, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages. (i) With respect to any funds help by Computershare hereunder, including, inter alia, exercise price, all funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in good faith the performance of services under this Agreement (the “Funds”) shall be delivered to Computershare on or before 9:00 a.m. Eastern Standard Time, and held by Computershare as agent for the Company and deposited in one or more accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with its determination; f) this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to take any legal pay such interest, dividends or other action hereunder which might, in its judgment, subject or expose it earnings to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement , any holder or this Warrant Agreement, including without limitation obligations under applicable regulation or lawany other party.

Concerning the Warrant Agent. The Company agrees to pay to the Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate as its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a of any other legal action or proceeding. For the purposes of this Section 16, the term “expense or loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Warrant received by Warrant Agent is duly, completely and correctly executedAgent, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding. For the purposes of this Section 16, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any the term “expense or liability unless it shall have been furnished loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any express written consent of the Company’s obligations relating to the Registration Statement , and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or this Warrant Agreementincurred in investigating or defending against any such claim, including without limitation obligations under applicable regulation demand, action, suit, proceeding or lawinvestigation.

Concerning the Warrant Agent. The Partnership shall pay fees for the services rendered by the Warrant Agent hereunder as set forth in the proposal attached hereto as Exhibit B. The Warrant Agent shall also be entitled to receive from time to time, on demand of the Warrant Agent: a) , its reasonable and documented expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Partnership also covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall have no duties not be indemnified with respect to, such costs, expenses, losses and damages incurred or obligations other than those set forth herein and no duties suffered by the Warrant Agent as a result of, or obligations arising out of, the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which result from or arise out of the Warrant Agent’s gross negligence, bad faith, or willful misconduct. Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in respect thereof is to be made against the Partnership, promptly notify the Partnership thereof in writing. The Partnership shall be inferred entitled to participate as its own expense in the defense of any such claim or implied; b) may rely on and shall be held harmless by the Company in acting upon proceeding, and, if it so elects at any certificate, statement, instrument, opinion, time after receipt of such notice, letterit may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Section 10, facsimile transmissionthe term “expense or loss” means any amount paid or payable to satisfy any claim, telegram demand, action, suit or other document, or any security delivered to itproceeding settled with the express written consent of the Warrant Agent, and reasonably believed by it to be genuine all reasonable costs and to have been made expenses, including, but not limited to, reasonable and documented counsel fees and disbursements, paid or signed by the proper party incurred in investigating or parties; c) may rely on and shall be held harmless by the Company in acting upon written defending against any such claim, demand, action, suit, proceeding or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and investigation. The Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for and shall indemnify and hold the Partnership harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure of the Company to comply with any the terms of this Agreement, or which arise out of Warrant Agent’s gross negligence, bad faith or willful misconduct or which arise out of the Companybreach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that the Warrant Agent’s obligations relating aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Partnership to the Registration Statement Warrant Agent as fees and charges. Promptly after the receipt by the Partnership of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Partnership shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. For the purposes of this Warrant AgreementSection 10, including without limitation obligations under applicable regulation the term “expense or lawloss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Partnership, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. Without limiting the foregoing, the Company shall notify the Warrant Agent of the occurrence of the Separability Date on the Date it occurs, and until receipt of such notice the Warrant Agent may (but need not) be entitled to assume that any such date has not occurred. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless and protected by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and; g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law; h) shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only; i) shall not have any duty 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, including, without limiting the generality of the foregoing, 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) 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 Warrant Agreement, and nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity; k) 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 attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or wilful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment thereof; l) shall not be obligated to expend or risk its own funds or to take any action that it believes is illegal or would expose or subject it to 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; m) 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 Warrant Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants; and n) may rely on and be fully authorized and protected in acting or failing to act upon (a) 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 (b) 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.

Concerning the Warrant Agent. The Warrant Agent: a) 8.1.1 shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) 8.1.2 may rely on and shall be held harmless by the Company in acting respect of any action taken, suffered or omitted to be taken by Warrant Agent in connection with its administration of this Agreement and the exercise and performance of its duties hereunder in reliance upon any certificate, statement, instrument, opinion, notice, letter, affidavit, power of attorney, endorsement, consent, direction, facsimile transmission, telegram or other paper or document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed signed, executed and, where necessary, verified or acknowledged by the proper party or parties; c) 8.1.3 may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) 8.1.4 may consult with counsel satisfactory to it (including counsel for the CompanyCompany or an employee of the Warrant Agent) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) 8.1.5 solely shall make the final determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with its determination; f) 8.1.6 shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; 8.1.7 shall not be deemed to have any knowledge of any event which it was supposed to receive notice thereof hereunder, and the Warrant Agent shall be fully protected and shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice in writing; 8.1.8 shall not assume any relationship of agency or trust with any of the holders of a Warrant; 8.1.9 shall not be required to perform any action if such action would cause the Warrant Agent to violate any applicable law, regulation or court order; and g) 8.1.10 shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including including, without limitation limitation, obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. Without limiting the foregoing, the Company shall notify the Warrant Agent in writing of the occurrence of the Separability Date on the Date it occurs, and until receipt of such notice the Warrant Agent may (but need not) be entitled to assume that any such date has not occurred. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 Operating Officer, the Chief Financial Officer, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement upon receipt of satisfactory evidence thereof, to reimburse the Warrant Agent for all reasonable expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties, (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and non-assessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and ---------------------------- obligations expressly imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Series A Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificates shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Series A Warrants except as herein otherwise provided. (b) The Warrant Agent shall be protected and shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Series A Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent's gross negligence or bad faith, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys' fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Series A Warrants may be enforced by the Warrant Agent without the possession of any of the Series A 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 holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related -------- Parties") of the Warrant Agent may buy, sell or deal in any of the Series A Warrants or other securities of the Company or become pecuniarily interested in respect of any transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (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 President, Treasurer any Vice President or the 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 and without negligence in accordance with its determination;instructions of any such officer or officers. f(l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Series A Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Series A Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Series A Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by holders of Series A Warrants upon the exercise or tender of Series A Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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 Company’s obligations relating 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 the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those expressly set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless and protected by the Company and shall incur no liability for or in acting respect of any action taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting , or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant AgentAgent hereunder; dc) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ed) solely shall make be held harmless by the final Company and any other person in respect of any action taken, suffered or omitted to be taken by the Warrant Agent hereunder in accordance with any determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fe) shall not be obligated to expend or risk its own funds or to take any legal action that it believes would expose or other action hereunder which might, in its judgment, subject or expose it to any expense or liability or to a risk of incurring expense or liability, unless it shall have has been furnished with an assurances of repayment or indemnity satisfactory to it; and gf) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a: i) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b; ii) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile or electronic transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c; iii) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d; iv) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e; v) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f; vi) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and gand vii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.. 10.2

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein 141 specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations expressly imposed by this Agreement (and no implied duties) upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have The Warrant Agent assumes no duties responsibility for the correctness of any statement contained herein or obligations other than those set forth herein and no duties in the Warrant Certificate, except such as describe the Warrant Agent or obligations any action taken by it. (b) The Warrant Agent shall be inferred or implied; b) may rely on protected and shall not be held harmless responsible for and shall incur no liability to the Company or any Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in acting upon it or perform any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram duty hereunder either itself (through its employees) or other document, by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any security delivered to it, and reasonably believed attorney or agent appointed by it to be genuine and to have been made without bad faith, gross negligence or signed by the proper party or parties;willful misconduct. c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) Company or an employee of the Warrant Agent), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys’ fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee (“Related Parties”) 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 respect of any transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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 bad faith, gross negligence or willful misconduct. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) The Warrant Agent is hereby authorized to request, and directed to accept, instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, Chief Financial Officer, Treasurer, any Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in good faith and in accordance connection with its determination; f) shall not be obligated to take any legal or other action hereunder which mightduties, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) and shall not be liable or responsible for any failure action taken or suffered to be taken by it without bad faith, gross negligence or willful misconduct in accordance with instructions of any such officer or officers. (l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be deemed to make any representations 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 or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by Holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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 Company’s obligations relating 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 the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; (b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; (c) may rely on on, and shall be held harmless by the Company in acting upon upon, written or oral instructions or statements from the Company with respect to any matter relating to its acting as the Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered suffered, or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (e) solely shall make the final determination as to whether or not a Warrant received by the Warrant Agent is duly, completely and correctly executed, and the Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by the Warrant Agent hereunder in good faith and in accordance with its such determination; (f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and (g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including including, without limitation limitation, obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by The Company agrees to pay to the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel Agent reasonable compensation for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in good faith the administration and execution of this Agreement and the exercise and performance of its duties hereunder. (b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its breach of this Agreement or the Warrant Agent’s gross negligence, bad faith, or willful misconduct. (c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in accordance with respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such advice claim or opinion proceeding, and, if it so elects at any time after receipt of such counsel; e) solely shall make notice, it may assume the final determination as defense of any suit brought to whether enforce any such claim or not a Warrant received by Warrant Agent is dulyof any other legal action or proceeding. For the purposes of this Section 15, completely and correctly executedthe terms “expense” or “loss” mean any amount paid or payable to satisfy any claim, demand, action, suit or proceeding, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (d) The Warrant Agent shall be held responsible for any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability (collectively, “Losses”), and shall indemnify and hold the Company harmless from and against such Losses, arising out of or attributable to the Warrant Agent’s breach of Section 7(b) of this Agreement. (e) Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action taken, suffered or omitted by proceeding. Warrant Agent hereunder in good faith and in accordance with its determination; fagrees that any Losses under Section 1(g) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with Warrant Certificate will be considered direct damages under this Agreement for which Warrant Agent shall promptly remit payment upon notice of any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawdemand.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; (b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; (c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; (f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and (g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agent Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those The Company agrees to pay to the Warrant Agent the compensation for all services rendered by it hereunder as set forth herein and no duties in greater detail in the fee schedule attached as Exhibit 2 hereto or obligations shall be inferred or implied; b) may rely on and shall be held harmless as agreed to by the Company and the Warrant Agent and, from time to time, on reasonable demand of the Warrant Agent, its reasonable expenses (including reasonable fees of its legal counsel as permitted hereunder) and other disbursements incurred in acting upon the administration and execution of this Agreement and the exercise and performance of its duties hereunder. (b) The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any certificatecosts, statementexpenses (including reasonable fees of its legal counsel), instrumentlosses or damages, opinionwhich may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct. (c) Promptly after the receipt by the Warrant Agent of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Warrant Agent shall, if a claim in respect thereof is to be made against the Company, notify the Company thereof in writing. The Company shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, letter, facsimile transmission, telegram it may assume the defense of any suit brought to enforce any such claim or of any other document, legal action or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties;proceeding as described in greater detail in Section 16(g) below. c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and The Warrant Agent shall be held responsible for and shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the Warrant Agent’s refusal or failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, that Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid under this Agreement by the Company to Warrant Agent as fees and charges, but not including reimbursable expenses. (e) Promptly after the receipt by the Company of notice of any demand or claim or the commencement of any action, suit, proceeding or investigation, the Company shall, if a claim in respect thereof is to be made against the Warrant Agent, notify the Warrant Agent thereof in writing. The Warrant Agent shall be entitled to participate at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice, it may assume the defense of any suit brought to enforce any such claim or of any other legal action takenor proceeding as described in greater detail in Section 16(g) below. (f) For the purposes of this Section 16, suffered the term “expense or omitted loss” means any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled with the express written consent of the Company or the Warrant Agent, as applicable, and all reasonable costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. (g) The party against whom a claim shall be made, as addressed in Sections 16(c) and (e) above (the “Indemnifying Party”) shall have the right, upon written notice to the party giving notice of such claim (the “Indemnified Party”), to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by Warrant Agent the Indemnifying Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such claim, and which releases the Indemnified Party completely in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of such a claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such claim without the Indemnifying Party’s prior written consent, (which consent shall not be unreasonably withheld). (h) Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, penal, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages. (i) With respect to any funds help by Computershare hereunder, including, inter alia, exercise price, all funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in good faith the performance of services under this Agreement (the “Funds”) shall be delivered to Computershare on or before 9:00 a.m. Eastern Standard Time, and held by Computershare as agent for the Company and deposited in one or more accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or M▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with its determination; f) this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to take any legal pay such interest, dividends or other action hereunder which might, in its judgment, subject or expose it earnings to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement , any holder or this Warrant Agreement, including without limitation obligations under applicable regulation or lawany other party.

Concerning the Warrant Agent. a. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein Agent acts hereunder as agent and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel a ministerial capacity for the Company) , and its duties shall be held harmless determined solely by the Company in relying on provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or by any other act hereunder, be deemed to make any representations as to the advice validity or opinion value or authorization of such counsel in respect the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. b. The Warrant Agent shall not at any time (i) be liable for any recital or statement of fact contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (ii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in accordance this Agreement or in any Warrant Certificate, or (iii) be liable for any act or omission in connection with such advice this Agreement except for its own negligence or opinion of such counsel;willful misconduct. e) solely shall make the final determination as to whether or not a Warrant received by c. The Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by may at any time consult with counsel for the Company in respect of and shall incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with the opinion or advice of such counsel. d. Any notice, statement, instruction, request, direction, order or demand of the Company shall be sufficiently evidenced by an instrument signed by its determination; f) shall not be obligated to take any legal President, a Vice President, its Treasurer, an Assistant Treasurer, its Secretary, or an Assistant Secretary (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand. e. The Company agrees to pay the Warrant Agent the usual and customary compensation it normally receives for its services of this nature and to reimburse it for its reasonable expenses hereunder; it further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except those arising as a result of the Company to comply with any of the Company’s obligations relating to the Registration Statement Warrant Agent's negligence or this willful misconduct. f. The Warrant Agreement, including without limitation obligations under applicable regulation or law.Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations expressly imposed by this Agreement (and no implied duties and obligations) upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) The Warrant Agent assumes no responsibility for the correctness of any statement contained herein or in the Warrant Certificate. (b) The Warrant Agent shall be protected and shall not be responsible for and shall incur no liability to the Company or any Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its directors, officers or employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed by it without bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (who may be counsel for the Company or the Warrant Agent or an employee of the Warrant Agent), and, notwithstanding anything to the contrary herein, the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder in respect of any action taken, suffered or omitted by it hereunder in accordance with the opinion or the advice of such counsel. (e) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered by it under the provisions of this Agreement and the Warrant Agent shall not be liable for any action taken, suffered to be taken or omitted to be taken by it in reliance upon such certificate. The Warrant Agent will 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 Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its affiliates, directors, employees, Representatives, agents and advisors and save it and them harmless against any and all losses, liabilities, suits, actions, proceedings, damages, judgments, fines, penalties, claims, demands, settlements, costs or expenses (including without limitation the reasonable fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent’s bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction), including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys’ fees and expenses. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. (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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee (“Related Parties”) 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. The Warrant Agent shall not be liable for anything which it may do or obligations other than those set forth herein and no refrain from doing in connection with this Agreement except for its own bad faith, gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). No implied duties or obligations shall be inferred read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or implied;responsibility to the Company or to any Holder for any action taken, suffered or omitted to be taken by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. b(k) The Warrant Agent is hereby authorized to request, and directed to accept, instructions with respect to the performance of its duties hereunder from the Chairman of the Board, the President, Chief Financial Officer, Treasurer, any Vice President or the 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 accordance with instructions of any such officer or officers. (l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be deemed to make any representations 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 or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by Holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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. (n) The Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by the Company it in acting reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram transmission or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting , or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent hereunder. (o) Notwithstanding anything to the contrary contained herein, the Warrant Agent; d) may consult ’s aggregate liability with counsel satisfactory respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to it (including counsel for the Company) be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall be held harmless not exceed, the amounts paid under this Agreement by the Company in relying on to Warrant Agent as fees and charges, but not including reimbursable expenses, during the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; etwelve (12) solely shall make months immediately preceding the final determination as to whether or not a Warrant received by event for which recovery from Warrant Agent is duly, completely and correctly executed, and being sought. The Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable to the Company or responsible any other person or entity for any consequential, indirect, special, punitive or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility or likelihood of such damages. (p) 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, the Warrant Agent shall, as soon as practicable, inform the Company or such Person seeking clarification and may, in its sole discretion, refrain from taking any action, and will be fully protected and will not be liable in any way to the Company or 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. (q) The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in the Warrant Agent’s name and that the Warrant Agent may receive investment earnings in connection with the investment at the Warrant Agent’s risk and for its benefit of funds held in those accounts from time to comply with time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. (r) The provisions of this Section 18 shall survive the resignation or removal of the Company’s obligations relating to Warrant Agent and the Registration Statement or termination of this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall be protected and shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent's gross negligence or bad faith, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys' fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 respect of any transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (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 President, Treasurer any Vice President or the 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 and without negligence in accordance with its determination;instructions of any such officer or officers. f(l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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 Company’s obligations relating 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 the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company and May ▇▇▇▇▇, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or implied;by any other act hereunder, be deemed to make any representations as to the validity or value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. (b) may rely on and The Warrant Agent shall not at any time be held harmless by under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Company Purchase Price provided in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentthis Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustment, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustment, when made, or with respect to its acting as the method employed in making the same. It shall not (i) be liable for any recital or statement of fact contained herein or for any action taken, suffered or omitted (c) The Warrant Agent; d) Agent may at any time consult with counsel satisfactory to it (including who may be counsel for the Company) and shall be held harmless by the Company in relying on the advice incur no liability or opinion of such counsel in respect of responsibility for any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or advice or opinion of such counsel;. e(d) solely Any notice, statement, instruction, request, direction, order or demand of the Company shall make be sufficiently evidenced by an instrument signed by the final determination as to whether Chairman of the Board of Directors, Vice-Chairman or not a Warrant received by Warrant Agent Secretary (unless other evidence in respect thereof is duly, completely and correctly executed, and herein specifically prescribed). The Warrant Agent shall not be held harmless by the Company in respect of liable for any action taken, suffered or omitted by Warrant Agent hereunder in good faith and it in accordance with such notice, statement, instruction, request, direction, order or demand. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its determination;services hereunder and to reimburse it for its reasonable expenses hereunder; the Company further agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's gross negligence or willful misconduct. (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own negligence or willful misconduct), after giving 30 days prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall cause a copy of such notice of resignation to be mailed to the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation the Company shall appoint in writing a new warrant agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation by the resigning Warrant Agent, then the Registered Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company doing business in New York, New York. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be obligated vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the warrant agent, without any further assurance, conveyance, act or deed; but if for any reason it shall be necessary or expedient to take execute and (g) Any corporation into which the Warrant Agent or any legal new warrant agent may be converted or merged, any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any new warrant agent shall be a successor warrant agent under this Agreement without any further act, provided that such corporation is eligible for appointment as successor to the Warrant Agent under the provisions of the preceding paragraph. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed to the Company and to the Registered Holders of each Warrant Certificate. (h) The Warrant Agent, its Subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure securities of the Company to comply and otherwise deal with any of the Company’s obligations relating Company in the same manner and to the Registration Statement same extent and with like effect as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this for any other legal entity. (i) The Warrant AgreementAgent shall retain for a period of two years from the date of exercise any Warrant Certificate received by it upon such exercise, including without limitation obligations under applicable regulation or lawmarked to indicate its cancellation thereof in accordance with Section 6(e) hereof.

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company and National, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or implied;by any other act hereunder, be deemed to make any representations as to the validity or value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. (b) may rely on and The Warrant Agent shall not at any time be held harmless by under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Company Purchase Price or the Redemption Price provided in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentthis Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustments, when made, or with respect to its acting as the method employed in making (c) The Warrant Agent; d) Agent may at any time consult with counsel satisfactory to it (including who may be counsel for the CompanyCompany or for National) and shall be held harmless by the Company in relying on the advice incur no liability or opinion of such counsel in respect of responsibility for any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or advice or opinion of such counsel;. e(d) solely Any notice, statement, instruction, request, direction, order or demand of the Company shall make be sufficiently evidenced by an instrument signed by the final determination as to whether Chairman of the Board of Directors, Chief Executive Officer, President or not a Warrant received by Warrant Agent any Vice President (unless other evidence in respect thereof is duly, completely and correctly executed, and herein specifically prescribed). The Warrant Agent shall not be held harmless by the Company in respect of liable for any action taken, suffered or omitted by Warrant Agent hereunder in good faith and it in accordance with such notice, statement, instruction, request, direction, order or demand reasonably believed by it to be genuine. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its determination;services hereunder and to reimburse it for its reasonable expenses hereunder; the Company further agrees to indemnify the Warrant Agent and save it harmless from and against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Warrant Agent's (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving 30 days' prior written notice to the Company. At least 15 days prior to the date such resignation is to become effective, the Warrant Agent shall not cause a copy of such notice of resignation to be obligated mailed to take the Registered Holder of each Warrant Certificate at the Company's expense. Upon such resignation, or any legal or other action hereunder which mightinability of the Warrant Agent to act as such hereunder, the Company shall appoint in its judgmentwriting a new warrant agent. If the Company shall fail to make such appointment within a period of 15 days after it has been notified in writing of such resignation by the resigning Warrant Agent, subject or expose it then the Registered Holder of any Warrant Certificate may apply to any expense court of competent jurisdiction for the appointment of a new warrant agent. Any new warrant agent, whether appointed by the Company or liability unless by such a court, shall be a bank or trust company having a capital and surplus, as shown by its last published report to its stockholders, of not less than $10,000,000 or a stock transfer company. After acceptance in writing of such appointment by the new warrant agent is received by the Company, such new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent, without any further assurance, conveyance, act or deed; but if for any reason it shall have been furnished with an indemnity satisfactory be necessary or expedient to it; and g) execute and deliver any further assurance, conveyance, act or deed, the same shall not be liable or responsible for any failure done at the expense of the Company and shall be legally and validly executed and delivered by the resigning Warrant Agent. Not later than the effective date of any such appointment the Company shall file notice thereof with the resigning Warrant Agent and shall forthwith cause a copy of such notice to comply with any of the Company’s obligations relating be mailed to the Registration Statement or this Registered Holder of each Warrant Agreement, including without limitation obligations under applicable regulation or lawCertificate.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on and shall be held harmless by taken as statements of the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to itCompany, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by Warrant Agent assumes no responsibility for the Company in acting upon written or oral instructions or statements from correctness of any of the Company same. The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employee) by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the negligence or misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. The provisions of this subparagraph (f) shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. No implied duties or obligations shall be read into this Agreement 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 negligence or bad faith. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Membership Interests (or other securities) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Membership Interests (or other securities) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Membership Interests or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination;instructions of any such officer or officers. f(m) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with any of the Company’s obligations relating respect either to the Registration Statement Exercise Price or this the kind and amount of shares or other securities or any property receivable by holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agreement, including without limitation obligations under applicable regulation Agent shall have no duty or lawresponsibility in determining the accuracy or correctness of any such calculation.

Concerning the Warrant Agent. The Warrant Agent: (a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; (b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; (c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; (d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; (e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; (f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and (g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: ai) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; bii) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; ciii) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; div) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ev) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fvi) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and gvii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall be protected and shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed by it without gross negligence or willful misconduct. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) Company or an employee of the Warrant Agent), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and hereunder in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent's gross negligence, willful misconduct or bad faith, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys' fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 respect of any transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (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 President, Chief Financial Officer, Treasurer, any Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in good faith and in accordance connection with its determination; f) shall not be obligated to take any legal or other action hereunder which mightduties, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) and shall not be liable or responsible for any failure action taken or suffered to be taken by it without gross negligence or bad faith in accordance with instructions of any such officer or officers. (l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be deemed to make any representations 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 or tender of any Warrant, or as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any Warrant or the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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 Company’s obligations relating 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 the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter (including the occurrence of the Resale Restriction Termination Date) be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. Without limiting the foregoing, the Company shall notify the Warrant Agent of the occurrence of the Resale Restriction Termination Date, the Exercisability Date and the Separability Date on the Date it occurs, and until receipt of such notice the Warrant Agent may be entitled to assume that any such date has not occurred. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless by the Company in respect of under no obligation to institute any action takenaction, suffered suit or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated legal proceeding or to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.take

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the ---------------------------- duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant Agent: a) 8.1.1. shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) 8.1.2. may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and in either case reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) 8.1.3. may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agentwarrant agent; d) 8.1.4. may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel for the Company in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel for the Company; provided, however, that in any event, the Warrant Agent may rely on advice or opinions of its own counsel, including internal counsel for the Warrant Agent; Warrant Agency Agreement, p. 13 of 23 Document Number: 23842v5 Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. [Issuance Date] Confidential 8.1.5. shall not assume any obligations or relationship of agency or trust with any of the Registered Holders of Warrants; e) 8.1.6. solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) 8.1.7. shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) 8.1.8. shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agency Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall 91 be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. 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 the Holders, by their acceptance of Warrants, shall be bound (it being understood that the Company, to the extent that it acts as Warrant Agent:, shall not be entitled to the benefits or protections of this Section 17.): (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, Treasurer any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination;instructions of any such officer or officers. f(m) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with any of the Company’s obligations relating respect either to the Registration Statement Exercise Price or this the kind and amount of shares or other securities or any property receivable by holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agreement, including without limitation obligations under applicable regulation Agent shall have no duty or lawresponsibility in determining the accuracy or correctness of any such calculation.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agent Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) 8.1.1. shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) 8.1.2. may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and in either case reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) 8.1.3. may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agentwarrant agent; d) 8.1.4. may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel for the Company in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel for the Company; provided, however, that in any event, the Warrant Agent may rely on advice or opinions of its own counsel, including internal counsel for the Warrant Agent; e) 8.1.5. shall not assume any obligations or relationship of agency or trust with any of the Registered Holders of Warrants; 8.1.6. solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) 8.1.7. shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; andand Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. January 23, 2024 Confidential g) 8.1.8. shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agency Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. 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 the Holders, by their acceptance of Warrants, shall be bound (it being understood that the Company, to the extent that it acts as Warrant Agent:, shall not be entitled to the benefits or protections of this Section 17.): (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, Treasurer any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination;instructions of any such officer or officers. f(m) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with any of the Company’s obligations relating respect either to the Registration Statement Exercise Price or this the kind and amount of shares or other securities or any property receivable by holders of Warrants upon the exercise or tender of Warrants required from time to time, and the Warrant Agreement, including without limitation obligations under applicable regulation Agent shall have no duty or lawresponsibility in determining the accuracy or correctness of any such calculation.

Concerning the Warrant Agent. The Warrant Agent: a) 7.1.1 shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) 7.1.2 may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) 7.1.3 may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) 7.1.4 may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) 7.1.5 solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) 7.1.6 shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) 7.1.7 shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: a) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; b) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; d) may May consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; e) solely shall make the final determination as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agreement, including including, without limitation limitation, obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant Agent: (a) Whenever in the performance of its duties under this Agreement the Warrant Agent shall have no duties deem it necessary or obligations other than those set forth herein and no duties desirable that any fact or obligations shall matter be inferred proved or implied; b) may rely on and shall be held harmless established by the Company prior to taking, suffering or omitting any action hereunder, such fact or matter (unless other evidence in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by an Officer and delivered to itthe Warrant Agent; and such certificate shall be full authorization to the Warrant Agent, and reasonably believed the Warrant Agent shall incur no liability for or in respect of any action taken, suffered or omitted in good faith by it under the provisions of this Agreement in reliance upon such certificate. (b) The Warrant Agent is hereby authorized and directed to be genuine and to have been made accept advice or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the performance of its duties hereunder from any matter relating Officer, and to apply to any Officer for advice or instructions in connection with its acting as Warrant Agent; d) may consult with counsel satisfactory to it (including counsel for the Company) duties hereunder, and such advice or instructions shall be held harmless by full authorization and protection to the Company in relying on Warrant Agent and the advice Warrant Agent shall incur no liability for or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or instructions of any Officer or for any delay in acting while waiting for such advice or opinion of such counsel;instructions. e(c) solely shall make the final determination as to whether or not a Warrant received by The Warrant Agent is duly, completely may execute and correctly executedexercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Warrant Agent shall not be held harmless by answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction) in respect the selection and continued employment thereof. (d) 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 action taken, suffered of its duties hereunder or omitted by Warrant Agent hereunder in good faith and in accordance with the exercise of its determination; f) shall not be obligated to take any legal rights if it believes that repayment of such funds or other action hereunder which might, in its judgment, subject or expose it to any expense adequate indemnification against such risk or liability unless it shall have been furnished with an indemnity satisfactory to is not assured it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or law.

Concerning the Warrant Agent. The Warrant AgentAgent ---------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibil- ity with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions in which the Company may be interested, or contract with or lend money to the Com pany or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all reasonable expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any reasonable costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 or judgment shall be for the ratable benefit of the Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman of the Board, Chief Executive Officer, the President, Chief Financial Officer, Chief Operating Officer, one of the Vice Presidents, the Treasurer, the Secretary or an Assistant Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and its officers, directors, employees and agents and save them harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's gross negligence or bad faith. (g) The Warrant Agent and any stockholder, 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 transactions 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 such stockholder, director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent, Trustee under the Indenture or as a lender to the Company or an affiliate thereof. (h) The Warrant Agent shall act hereunder solely as agent, 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 will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (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 (except its countersignature thereof); nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the final determination authorization or reservation of any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or not a other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant received by Shares or other securities or other property issuable upon exercise of any Warrant. (k) The Warrant Agent is dulyhereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, completely and correctly executedChief Executive Officer, the President, Chief Financial Officer, Chief Operating Officer, one of the Vice Presidents, the Treasurer, the Secretary or Assistant Secretary of the Company, and Warrant Agent to apply to such officers for advice or instructions in connection with its duties, and shall not be held harmless by the Company in respect of liable for any action taken, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without gross negligence in accordance with its determination; f) instructions of any such officer or officers. The provisions of this Section 17 shall not be obligated to take survive the termination of this Agreement and any legal resignation or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure removal of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawAgent.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and ---------------------------- obligations expressly imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Series B Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificates shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Series B Warrants except as herein otherwise provided. (b) The Warrant Agent shall be protected and shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Series B Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any attorney or agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent such compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement as may be separately agreed in writing, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the acceptance and performance of its duties under this Agreement, except as a result of the Warrant Agent's gross negligence or bad faith, including, without limitation, the costs and expenses of defending against any claim (whether asserted by the Company, a Holder or any other Person) of liability in the premises including reasonable attorneys' fees and expenses. The provisions of this paragraph shall survive the resignation or removal of the Warrant Agent and the termination of this Agreement. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity. All rights of action under this Agreement or under any of the Series B Warrants may be enforced by the Warrant Agent without the possession of any of the Series B 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 holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, director, officer or employee ("Related Parties") --------------- of the Warrant Agent may buy, sell or deal in any of the Series B Warrants or other securities of the Company or become pecuniarily interested in respect of any transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent or any Related Party from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions thereof. 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. No implied duties or obligations shall be read into this Agreement against the Warrant Agent. (j) The Warrant Agent will be protected and will not incur any liability or responsibility to the Company or to any holder for any action taken, suffered or omitted by it in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (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 President, Treasurer any Vice President or the 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 and without negligence in accordance with its determination;instructions of any such officer or officers. f(l) By countersigning Warrant Certificates or by any other act hereunder the Warrant Agent shall not be obligated deemed to take make any legal representations as to validity or authorization of the Series B Warrants or the Warrant Certificates (except as to its countersignature thereon) or of any securities or other action hereunder which mightproperty delivered upon exercise or tender of any Series B Warrant, in its judgment, subject or expose it as to the accuracy of the computation of the Exercise Price or the number or kind or amount of stock or other securities or other property deliverable upon exercise of any expense Series B Warrant or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure the correctness of the representations of the Company made in any certifications that the Warrant Agent receives. The Warrant Agent shall not have any duty to comply calculate or determine any adjustments with respect either to the Exercise Price or the kind and amount of shares or other securities or any property receivable by holders of Series B Warrants upon the exercise or tender of Series B Warrants required from time to time, and the Warrant Agent shall have no duty or responsibility in determining the accuracy or correctness of any such calculation. (m) 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 Company’s obligations relating 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 the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawit.

Concerning the Warrant Agent. The Warrant AgentAgent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for and shall incur no liability to the Company or any matter relating Holder for any failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees), by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the negligence or misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and correctly executedestablished by a certificate signed by the President, one of the Vice Presidents, or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the performance of its duties under this Agreement (including, without limitation, reasonable fees and expenses of counsel), and to indemnify the Warrant Agent and its agents, employees, directors, officers and affiliates and save it and them harmless against any and all liabilities, losses and expenses, including, without limitation, judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless by the Company in respect of under no obligation to institute any action takenaction, suffered suit or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; f) shall not be obligated legal proceeding or to take any legal other action likely to involve expense unless the Company or one or more Holders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 Warrants or the production thereof at any trial or other action hereunder which mightproceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent shall be brought in its judgmentname as Warrant Agent, subject and any recovery of judgment shall be for the ratable benefit of the Holders, as their respective rights or expose it to interests may appear. (h) The Warrant Agent and any expense stockholder, director, officer or liability unless it shall have been furnished with an indemnity satisfactory to it; and gemployee ("Related Parties") shall not be liable of the Warrant Agent may buy, sell or responsible for deal in any failure of the Warrants or other securities of the Company to comply or become pecuniarily interested in any transactions in which the Company may be interested, or contract with any of the Company’s obligations relating or lend money to the Registration Statement Company or this Warrant Agreement, including without limitation obligations under applicable regulation or law.otherwise act as fully and freely as though it were not

Concerning the Warrant Agent. (a) The Warrant Agent: a) shall have no Agent acts hereunder as agent and in a ministerial capacity for the Company, and its duties or obligations other than those set forth herein and no duties or obligations shall be inferred determined solely by the provisions hereof. The Warrant Agent shall not, by issuing and delivering Warrant Certificates or implied;by any other act hereunder, be deemed to make any representations as to the validity or value or authorization of the Warrant Certificates or the Warrants represented thereby or of any securities or other property delivered upon exercise of any Warrant or whether any stock issued upon exercise of any Warrant is fully paid and nonassessable. (b) may rely on and The Warrant Agent shall not at any time be held harmless by under any duty or responsibility to any holder of Warrant Certificates to make or cause to be made any adjustment of the Company Purchase Price or the Redemption Price provided in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other documentthis Agreement, or to determine whether any security delivered to itfact exists which may require any such adjustments, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to the nature or extent of any matter relating such adjustments, when made, or with respect to its acting as Warrant Agent; dthe method employed in making the same. It shall not (i) may consult with counsel satisfactory to it (including counsel be liable for the Company) and shall be held harmless by the Company in relying on the advice any recital or opinion statement of such counsel in respect of fact contained herein or for any action taken, suffered or omitted by it hereunder in reliance on any Warrant Certificate or other document or instrument believed by it in good faith to be genuine and in accordance with such advice to have been signed or opinion of such counsel;presented by the proper party e(c) solely shall make the final determination as to whether or not a Warrant received by The Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall may at any time consult with counsel satisfactory to it (who may be held harmless by counsel for the Company in respect of or for ▇▇▇▇▇) and shall incur no liability or responsibility for any action taken, suffered or omitted by Warrant Agent hereunder it in good faith and in accordance with its determination;the opinion or advice of such counsel. f(d) Any notice, statement, instruction, request, direction, order or demand of the Company shall not be obligated to take sufficiently evidenced by an instrument signed by the Chairman of the Board of Directors, Chief Executive Officer, President or any legal or Vice President (unless other action hereunder which might, evidence in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) respect thereof is herein specifically prescribed). The Warrant Agent shall not be liable or responsible for any failure action taken, suffered or omitted by it in accordance with such notice, statement, instruction, request, direction, order or demand reasonably believed by it to be genuine. (e) The Company agrees to pay the Warrant Agent reasonable compensation for its services hereunder and to reimburse it for its reasonable expenses hereunder; the Company further agrees to indemnify the Warrant Agent and save it harmless from and against any and all losses, expenses and liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the execution of its duties and powers hereunder EXCEPT losses, expenses and liabilities arising as a result of the Warrant Agent's negligence, bad faith or willful misconduct. (f) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's (g) Any corporation into which the Warrant Agent or any new warrant agent may be converted or merged, any corporation resulting from any consolidation to which the Warrant Agent or any new warrant agent shall be a party, or any corporation succeeding to the (h) The Warrant Agent, its subsidiaries and affiliates, and any of its or their officers or directors, may buy and hold or sell Warrants or other securities of the Company to comply and otherwise deal with any of the Company’s obligations relating Company in the same manner and to the Registration Statement same extent and with like effect as though it were not Warrant Agent. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or this for any other legal entity. (i) The Warrant Agreement, including without limitation obligations under applicable regulation or lawAgent shall retain for a period of two years from the date of exercise any Warrant Certificate received by it upon such exercise.

Concerning the Warrant Agent. The Warrant AgentAgent ---------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement upon receipt of satisfactory evidence thereof, to reimburse the Warrant Agent for all reasonable expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions 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 such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties, (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and non-assessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) 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 President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant AgentAgent ---------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders, by their acceptance of Warrants, shall be bound: (a) shall have no duties or obligations other than those set forth The statements contained herein and no duties or obligations in the Warrant Certificate shall be inferred or implied; b) may rely on taken as statements of the Company, and shall be held harmless by the Company in acting upon Warrant Agent assumes no responsibility for the correctness of any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, of the same except such as describe the Warrant Agent or any security delivered to action taken by it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; c) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company . The Warrant Agent assumes no responsibility with respect to the distribution of the Warrants except as herein otherwise provided. (b) The Warrant Agent shall not be responsible for any matter relating failure of the Company to comply with the covenants contained in this Agreement or in the Warrants to be complied with by the Company. (c) The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself (through its acting as Warrant Agent;employees) or by or through its attorneys or agents (which shall not include its employees) and shall not be responsible for the misconduct of any agent appointed with due care. (d) The Warrant Agent may consult at any time with legal counsel satisfactory to it (including who may be counsel for the Company) ), and the Warrant Agent shall be held harmless by incur no liability or responsibility to the Company in relying on the advice or opinion of such counsel to any Holder in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such the opinion or the advice or opinion of such counsel;. (e) solely shall make Whenever in the final determination as to whether or not a Warrant received by performance of its duties under this Agreement the Warrant Agent is dulyshall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, completely such fact or matter (unless such evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and correctly executedestablished by a certificate signed by the Chairman of the Board, the President, Chief Financial Officer, one of the Vice Presidents, the Treasurer or the Secretary of the Company and delivered to the Warrant Agent; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (f) The Company agrees to pay the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent in the performance of its duties under this Agreement, to reimburse the Warrant Agent for all expenses, taxes and governmental charges and other charges of any kind and nature incurred by the Warrant Agent (including reasonable fees and expenses of the Warrant Agent's counsel and agents) in the performance of its duties under this Agreement, and to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and counsel fees, for anything done or omitted by the Warrant Agent in the performance of its duties under this Agreement, except as a result of the Warrant Agent's negligence or bad faith. (g) The Warrant Agent shall be held harmless 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 shall furnish the Warrant Agent with reasonable security and indemnity satisfactory to the Warrant Agent for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent 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 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 Holders, as their respective rights or interests may appear. (h) The Warrant Agent and any stockholder, 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 transactions in which the Company may be interested, or contract with or lend money to the Com pany or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement or such director, officer or employee. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity including, without limitation, acting as Transfer Agent or as a lender to the Company or an Affiliate thereof. (i) The Warrant Agent shall act hereunder solely as agent, 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. (j) The Warrant Agent will not incur any liability or responsibility to the Company or to any Holder for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. (k) 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 (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 any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and nonassessable, or as to the Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant. (l) The Warrant Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chair man of the Board, the President, any Vice President or the 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, taken or suffered or omitted to be taken by Warrant Agent hereunder it in good faith and without negligence in accordance with its determination; f) shall not be obligated to take instructions of any legal such officer or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and g) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this Warrant Agreement, including without limitation obligations under applicable regulation or lawofficers.

Concerning the Warrant Agent. The Warrant Agent: ai) shall have no duties or obligations other than those set forth herein and no duties or obligations shall be inferred or implied; bii) may rely on and shall be held harmless by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed by the proper party or parties; ciii) may rely on and shall be held harmless by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to its acting as Warrant Agent; div) may consult with counsel satisfactory to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of such counsel; ev) solely shall make the final determination as to whether or not a Pre-Funded Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in accordance with its determination; fvi) shall not be obligated to take any legal or other action hereunder which might, in its judgment, judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity satisfactory to it; and gvii) shall not be liable or responsible for any failure of the Company to comply with any of the Company’s its obligations relating to the Registration Statement or this Warrant Agency Agreement, including without limitation obligations under applicable regulation or law.