Common use of Registration of Transfers and Exchanges Clause in Contracts

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. The (a) This Warrant Agent may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall from time to timebe void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the limitations and on Holder may transfer this Warrant, or any portion thereof, without the terms and conditions set forth in prior written consent of the Warrant CertificatesCompany, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 10 for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 19 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time Subject to timeSection 3 hereof, subject when Warrants represented by this Certificate are presented to the limitations and on the terms and conditions set forth in the Warrant Certificates, Company with a request to register the transfer of any outstanding Warrant Certificates upon the records Warrants, or to exchange such Warrants for an equal number of Warrants, the Company shall register the transfer or make the exchange as requested if the requirements set forth in Section 3 and the following requirements are satisfied: (a) the Certificate shall be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder or his attorney duly authorized in writing; and (b) if the offer and sale of the Warrants have not been registered holder or holders thereof or pursuant to an effective Registration Statement under the Securities Act of 1933, the Certificate shall be accompanied by the duly appointed legal representative thereof or following additional information and documents, as applicable: (i) if such Warrants are being delivered to the Company by a duly authorized attorney. Upon any Holder for registration in the name of such registration of Holder, without transfer, a new Warrant Certificate shall be issued certification from such Holder to that effect (in substantially the transferee(sform of Exhibit B hereto); or (ii) if such Warrants are being transferred pursuant to an exemption from registration in accordance with Rule 144 or Regulation S, in each case, under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); or (iii) if such Warrants are being transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited Investor”)), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed form of by the Warrant Agent in its customary manner. Subject to the terms Exhibit C hereto and an opinion of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or counsel and/or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form information satisfactory to the Warrant Agent, Company to the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by effect that such Warrant Agent transfer is in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance compliance with the provisions Securities Act; or (iv) if such Warrants are being transferred in reliance on another exemption from the registration requirements of this Section 5the Securities Act, a certification to that effect (in substantially the new Warrant Certificates required pursuant form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the provisions of this Section 5Company to the effect that such transfer is in compliance with the Securities Act.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof duly endorsed or accompanied (if so required by of this Warrant, with the Company) by a written instrument or instruments Form of transfer in form satisfactory to the Company, Assignment attached hereto appropriately completed and duly executed by the registered holder Holder or holders thereof or by the duly appointed legal representative thereof or by a its duly authorized attorneyagent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee(stransferee (a “Transferee” ) and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant Agent. Cancelled will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered Company specified in or pursuant to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof3(b), for another Warrant Certificate one or other Warrant Certificates of like tenor and representing more New Warrants, evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by dated the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed date of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. (a) The Warrant Agent Borrower shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Borrower upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyBorrower, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Borrower. (b) The Warrant Agent in its customary manner. Subject holders agree that, prior to any proposed transfer of a Warrant or a Warrant Share, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), such transferee will, if requested by the Borrower, deliver to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(sBorrower: (i) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form an investment covenant reasonably satisfactory to the Borrower signed by the proposed transferee; (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth below on such Warrant Agent, or Warrant Shares; (iii) an agreement by such transferee that the Borrower may place a notation on the stock books of the Borrower or a "stop transfer order" with any transfer agent or registrar with respect to such Warrant Certificate or Certificates Shares; (iv) an agreement by such transferee to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled bound by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant 4 relating to the provisions transfer of this Section 5such Warrant or Warrant Shares; and (v) an opinion of counsel, reasonably satisfactory in form and substance to the Borrower, to the effect that the proposed transfer of such Warrants or Warrant Shares (as the case may be) may be made without registration under the Act.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration Class B Warrant 2 statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Agent shall from time Subject to timeSection 3 hereof, subject when Warrants represented by this Certificate are presented to the limitations and on the terms and conditions set forth in the Warrant Certificates, Company with a request to register the transfer of any outstanding Warrant Certificates upon the records Warrants, or to exchange such Warrants for an equal number of Warrants of other authorized denominations, the Company shall register the transfer or make the exchange as requested if the requirements set forth in Section 3 and the following requirements are satisfied: (I) the Certificate shall be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Holder or his attorney duly authorized in writing; and (II) if the offer and sale of the Warrants have not been registered holder or holders thereof or pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Certificate shall be accompanied by the duly appointed legal representative thereof or following additional information and documents, as applicable: (A) if such Warrants are being delivered to the Company by a duly authorized attorney. Upon any Holder for registration in the name of such registration of Holder, without transfer, a new Warrant Certificate shall be issued certification from such Holder to that effect (in substantially the transferee(sform of Exhibit B hereto); or (B) if such Warrants are being transferred pursuant to an exemption from registration in accordance with Rule 144 ("Rule 144") or Regulation S ("Regulation S"), in each case, under the Securities Act, a certification to that effect (in substantially the form of Exhibit B hereto); or (C) if such Warrants are being transferred to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor")), delivery of a certification to that effect (in substantially the form of Exhibit B hereto) and a Transferee Certificate for Institutional Accredited Investors in substantially the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed form of by the Warrant Agent in its customary manner. Subject to the terms Exhibit C hereto and an opinion of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or counsel and/or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form information satisfactory to the Warrant Agent, Company to the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by effect that such Warrant Agent transfer is in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance compliance with the provisions Securities Act; or (D) if such Warrants are being transferred in reliance on another exemption from the registration requirements of this Section 5the Securities Act, a certification to that effect (in substantially the new Warrant Certificates required pursuant form of Exhibit B hereto) and an opinion of counsel reasonably satisfactory to the provisions of this Section 5Company to the effect that such transfer is in compliance with the Securities Act.

Registration of Transfers and Exchanges. The (a) This Warrant Agent and the Warrant Shares shall from time not be sold, transferred, assigned, pledged or hypothecated for a period of one year following the issuance of this Warrant, except to timea NASD Member participating in the distribution contemplated by those certain Sales Agreements dated June 12, subject 2001 between the Company and Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., and its bona fide officers and/or partners, but not directors. This Warrant or the Warrant Shares issued upon any exercise hereof may only be transferred (i) pursuant to an effective registration statement under the Securities Act, (ii) to the limitations Company or (iii) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel to the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the Securities Act. Holder agrees to the imprinting, so long as is required by applicable securities laws, of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below). Any such transferee shall agree by virtue of having a New Warrant registered in its name in accordance with Section 2(b) below to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) on the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered Company specified in or pursuant to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof3(b), for another Warrant Certificate one or other Warrant Certificates of like tenor and representing more New Warrants, evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject (a) Subject to the limitations and on provisions of Section 15 hereof, the terms and conditions set forth in the Warrant Certificates, Company shall register the transfer of any outstanding portion of this Warrant Certificates upon by the records Holder to be maintained by it for that purposeany affiliate or affiliates of the Holder or any fund or funds under common management with the Holder (collectively, the "PERMITTED TRANSFEREES") or among the Permitted Transferees in the Warrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed completed and signed, to the Transfer Agent or accompanied (if so required by to the Company at the office specified in or pursuant to Section 3(b) PROVIDED, that the Company) by a written instrument or instruments of 's consent shall be required for any transfer in form satisfactory other than to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyPermitted Transferees. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent holders agree that each certificate representing Warrant Shares will bear the following legend: "THIS WARRANT AND THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL, IN THE CASE OF THE SHARES, SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR, IN THE CASE OF THIS WARRANT AND THE SHARES, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED." The Warrant holders further agree that they shall not offer, sell, or otherwise transfer the Warrants or Warrant Shares in its customary manner. Subject to the terms violation of the Warrant Certificates, foregoing legend. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by the Company. In the event that a holder of Warrants (a "Selling Holder") desires to transfer all or any part of its ownership of Warrants, the Company shall have the following right of first refusal exercisable in connection with any such Warrant Agent in its customary mannertransfer. The Warrant Agent is hereby authorized Selling Holder shall give the Company written notice specifying the identify of the proposed purchasers, the number of Warrants to transferbe sold, the proposed purchase price, and the terms of the proposed purchase (the "Notice"). The Company shall have fifteen (15) days from the date of receiving the Notice within which to exercise the right to acquire all or part of the Warrants that are being offered at the price and upon the terms set forth in the Notice. Such right shall be exercisable by written notice to the Selling Holder. If the Company elects to purchase all or any part of the Warrants described in the Notice, the Selling Holder shall consummate such transaction within thirty (30) days form the date of the Notice, provided, in accordance with the event that the Company elects to exercise its right to purchase part of the Warrants proposed to be sold in the Notice, that such purchase would not decrease the price of each remaining Warrant proposed to be sold in the Notice. If the Company does not elect to purchase all or any part of such offered Warrants, then within sixty (60) days from the date of the Notice, the Selling Holder may transfer all or part of such Warrants to the proposed purchaser(s) on the terms and at the purchase price specified in the Notice. Subject to the foregoing right of first refusal of the Company and the provisions of this Section 5Agreement, any holder may transfer all or any part of its ownership of Warrants, provided that such sale, assignment, pledge, mortgage, transfer or other disposition is not being made to an entity in the new Warrant Certificates required pursuant pharmaceutical or biotechnology business, unless more than 50% of the voting control of such entity is owned by the transferring holder. Notwithstanding the foregoing, any holder of Warrants may transfer its Warrants to the provisions any wholly-owned affiliate or subsidiary of this Section 5such holder, whether now in existence or hereafter created, formed or organized.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by Company at the duly appointed legal representative thereof or by a duly authorized attorneyaddress specified in Section 13. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located Company at the address listed specified in Section 12 hereof13 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall from time to timebe void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the limitations and on Holder may transfer this Warrant, or any portion thereof, without the terms and conditions set forth in prior written consent of the Warrant CertificatesCompany, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. (d) Unless the resale of the Warrant CertificatesShares has been registered under the Securities Act of 1933, as amended, each certificate for Warrant Certificates may be exchanged at Shares initially issued upon the option exercise of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agentthis Warrant, and shall surrendereach certificate for Warrant Shares issued to any subsequent transferee of any such certificate, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by stamped or otherwise imprinted with a legend in substantially the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transferfollowing form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, in accordance with the provisions of this Section 5AND MAY NOT BE OFFERED, the new Warrant Certificates required pursuant to the provisions of this Section 5SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED."

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by completed and signed and a written instrument or instruments opinion of Holder's counsel that such transfer in form satisfactory is exempt from registration under the Securities Act, to the CompanyCompany at the office specified in or pursuant to Section 3(b), duly executed by provided, however that the registered holder or holders thereof or by Holder shall not make any transfers to any transferee pursuant to this Section for the duly appointed legal representative thereof or by a duly authorized attorneyright to acquire less than 1,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Warrant Agent. Cancelled Warrant Certificates transferee thereof shall thereafter be disposed deemed the acceptance of by the Warrant Agent in its customary manner. Subject to the terms such transferee of all of the rights and obligations of a holder of a Warrant. If this Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, assigned in accordance with the provisions terms hereof, then the Company agrees, upon the request of this Section 5the assignee, to amend or supplement promptly any effective registration statement covering the new Warrant Certificates required Shares so that the direct assignee of the original Holder is added as a selling stockholder thereunder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b) for one or more New Warrants in the provisions name of this Section 5such Holder, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with (if such transfer is pursuant to clause (1)(w)(III) of the next paragraph) the opinion of counsel specified therein. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. Each Holder, severally and not jointly, acknowledges and affirms its respective representations in Paragraph 6 of the Securities Purchase Agreement. The Warrant Agent holders and all holders of Warrant Shares, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in its customary mannera name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1) (w) inside the United States (I) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (II) in accordance with Rule 144 under the Securities Act or (III) pursuant to another exemption from the registration requirements of the Secu- rities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or (z) pursuant to an effective registration statement under the Securities Act and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each holder of Warrant Certificates or certificates evidencing Warrant Shares, by acceptance thereof, agrees to, and each subsequent holder is required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer is pursuant to clause (1)(w)(III) of the second preceding sentence, will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (W) INSIDE THE UNITED STATES (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), (X) TO THE COMPANY, (Y) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (Z) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE AMENDED AND RESTATED TAG-ALONG DRAG-ALONG AGREEMENT DATED AS OF SEPTEMBER 30, 1999, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such the Company. On delivery of the Warrants by the Company to the Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required holder or holders pursuant to the provisions Securities Purchase Agreement, each Warrant holder will have registration rights with respect to the Warrant Shares set forth in Section 13 hereof. Every Holder of this Section 5a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every subsequent holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary.

Registration of Transfers and Exchanges. The This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it the Company for that purposepurpose (the "Warrant Register"), upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof10 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall from time to timebe void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the limitations and on Holder may transfer this Warrant, or any portion thereof, without the terms and conditions set forth in prior written consent of the Warrant CertificatesCompany, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 10 for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to Shares which may then be purchased hereunder. (d) Each certificate for Warrant Shares initially issued upon the Warrant Agentexercise of this Warrant, and shall surrendereach certificate for Warrant Shares issued to any subsequent transferee of any such certificate, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer unless, in form satisfactory to the Warrant Agenteach case, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required Shares are eligible for resale without registration pursuant to Rule 144(k) under the provisions of this Section 5Exchange Act, or has been sold pursuant to and in compliance with Rule 144 or an effective registration statement under the Securities Act, shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED."

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to set forth on the Companyreverse side of the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, together with (if such transfer is pursuant to clause (1)(w) or (1)(y) of the next paragraph) the opinion of counsel specified therein. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Holders of Warrant Agent Shares, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in its customary mannera name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1)(w) inside the United States (I) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (II) in accordance with Rule 144 under the Securities Act or (III) pursuant to another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect) or (z), in the case of Warrant Shares only, pursuant to an effective registration statement under the Securities Act and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each Holder by acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agrees to, and each subsequent Holder is required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer is pursuant to clause (1)(w) or (1)(y) of the second preceding sentence, will, if requested by the Company, deliver to the Company: (1) an investment covenant, signed by the proposed transferee, setting forth acceptance of the provisions referenced in this Section 4 and reasonably satisfactory to the Company; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares or such other legend as the Company reasonably believes is required by law; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECT▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇URITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE WARRANTS EVIDENCED HEREBY AGREES FOR THE BENEFIT OF MAXXIM MEDICAL, INC., A TEXAS CORPORATION (THE "COMPANY"), THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (W) INSIDE THE UNITED STATES (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), (X) TO THE COMPANY, (Y) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS) OR (Z), IN THE CASE OF WARRANT SHARES ONLY, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AND HAS THE BENEFIT OF CERTAIN REGISTRATION RIGHTS, CONTAINED IN THE STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 12, 1999, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary mannerthe Company. The Warrant Agent is hereby authorized On delivery of the Warrants by the Company to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required Purchasers pursuant to the provisions Purchase Agreement, each Holder will have registration rights with respect to the Warrant Shares set forth in the Stockholders' Agreement, dated as of this Section 5November 12, 1999, among the Company and the other parties set forth on the signature pages thereto, as the same may be amended from time to time (the "Stockholders' Agreement"). Every Holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every subsequent Holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the registration rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject (a) Subject to the limitations and on provisions of (b) below, the terms and conditions set forth in the Warrant Certificates, Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by pursuant to the duly appointed legal representative thereof or by a duly authorized attorneyterms hereof. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder of this Warrant. (b) In the event the Holder of this Warrant Agent. Cancelled desires to transfer this Warrant, or any Warrant Certificates shall thereafter be disposed of by Shares issued upon the Warrant Agent in its customary manner. Subject exercise hereof prior to the terms registration thereof pursuant to Section 4, the Holder shall provide the Company with a written notice describing the manner of such transfer and an opinion of counsel (reasonably acceptable to the Warrant Certificates, Warrant Certificates Company) that the proposed transfer may be exchanged at the option of the holder(s) thereofeffected without registration or qualification (under any federal or state law), when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange whereupon such Holder shall be cancelled by the entitled to transfer this Warrant Agent. Such cancelled or to dispose of any Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, Shares in accordance with the provisions notice delivered by such Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of this counsel satisfactory to the Company to prevent further transfers which would be in violation of Section 55 of the Securities Act. (c) This Warrant is exchangeable, upon the new Warrant Certificates required surrender hereof by the Holder to the office of the Company specified in or pursuant to the provisions terms hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of this Section 5Warrant Shares which may then be purchased hereunder. Any such New Warrants will be dated the date of such exchange.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms Company. (b) The Warrant holders agree that prior to any proposed transfer of the Warrant CertificatesShares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant Shares may be sold publicly without registration under the Securities Act, the Warrant holder will, if requested by the Company, deliver to the Company: (i) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (ii) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant Shares; (iii) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (iv) an agreement by such transferee to be bound by the provisions of this Section 5 relating to the transfer of such Warrant Shares. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. a manner satisfactory to the Company. (d) The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The In accordance with this Section 7, the Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate of the same tenor shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of a manner consistent with the Warrant Certificates, Agent's customary procedure and in accordance with applicable law. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such the Warrant Agent in its a manner consistent with the Warrant Agent's customary mannerprocedure and in accordance with applicable law. No service charge shall be made for any transfer or exchange of Warrant Certificates or any issuance of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other governmental charge or tax that may be imposed in connection with any such transfer or exchange. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 7 and Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 57.

Registration of Transfers and Exchanges. The Warrant Agent Company shall --------------------------------------- from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act") will, if requested by the Company, deliver to the Company: --- (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation on the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed transfer of the Warrants or Warrant Shares (as the case may be) may be made without registration under the Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Holdings shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records Warrant Register to be maintained by it for that purpose, Holdings upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyHoldings, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Holdings. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, the Warrant holder will, if requested by Holdings, deliver to Holdings: (1) an investment covenant reasonably satisfactory to Holdings signed by the proposed transferee; (2) an agreement by such transferee to the placement of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that Holdings may place a notation in the stock books of Holdings or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this SECTION 4 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of the proposed transferee's counsel (reasonably satisfactory to Holdings) addressed to Holdings to the effect that the proposed Transfer of such Notes may be effected without registration under the Securities Act. The Warrant holders agree that each certificate representing Warrants and Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS HOLDINGS HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, thereof when surrendered to the Warrant Agent Holdings at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Holdings.

Registration of Transfers and Exchanges. The (a) Prior to any Transfer (as defined below) or attempted Transfer of the Warrant, unless the Transfer is made pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act, the holder of the Warrant Agent shall obtain from counsel to such Warrant Holder (who may be an employee of such Warrant Holder) who shall be reasonably satisfactory to Company, an opinion that the proposed transfer of such Warrant may be effected without registration under the Securities Act; provided, however, that an opinion from counsel shall not be required in connection with any Transfer of the Warrant to an Affiliate of such Warrant Holder. Each Warrant issued upon such transfer shall bear the restrictive legends set forth on the Warrant Certificate attached hereto as Annex 1, unless, with respect to the first such legend, (i) the Transfer is made pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, or (ii) in the opinion of any such counsel such legend is not required in order to ensure compliance with the Securities Act. As used herein, “Transfer” means sell, assign, transfer, pledge, hypothecate, mortgage, encumber, dispose by gift or bequest, or otherwise transfer or dispose. (b) Subject to Section 5(a), Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding the Warrant Certificates upon the records Certificate in a Warrant register to be maintained by it for that purpose, Company upon surrender thereof duly endorsed or of such Warrant Certificate accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates Certificate may be exchanged at the option of the holder(s) thereofWarrant Holder, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedSecurities. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Company. (c) Notwithstanding Sections 5(a) and 5(b), Warrant Agent Holder shall not transfer or attempt to transfer this Warrant in its customary manneran amount representing a right to acquire less than 50% of the Warrant Securities. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions For purposes of this Section 55(c), the new term “transfer” shall be deemed to include any sale, pledge, hypothecation, hedge, put or call option, straddle or collar, or any similar transaction respecting this Warrant Certificates required pursuant or (subject to the provisions proviso in clause (i) below) the Warrant Securities, or any offer to do any of the foregoing; provided, however, that (i) transfers of Warrant Securities following exercise of this Section 5Warrant shall not be so restricted and (ii) no transfer shall be deemed to have occurred in connection with the transfer of all or any part of this Warrant in connection with the pro rata distribution hereof to the equity holders of Warrant Holder made for purposes other than the circumvention of the transfer restrictions contemplated hereby.

Registration of Transfers and Exchanges. Subject to the restrictions set forth in this Warrant Certificate, the holder of this Warrant Certificate shall have the right to transfer all or a portion of this Warrant Certificate. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding this Warrant Certificates Certificate upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof hereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transferor trans-fer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Company. The holder of this Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed Certificate agrees that prior to any proposed transfer of by the Warrant Agent in its customary manner. Subject to the terms Warrants or of the Warrant CertificatesShares, Warrant Certificates may be exchanged at if such transfer is not made pursuant to an effective Registration Statement under the option Securities Act of 1933, as amended (the holder(s) thereof"Act"), when surrendered such holder shall deliver to the Warrant Agent at its principal corporate trust officeCompany an opinion of counsel, which is currently located at the address listed reasonably satisfactory in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor form and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request substance to the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form from counsel reasonably satisfactory to the Company, that the Warrants or Warrant Agent, the Warrant Certificate or Certificates to Shares may be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by sold without registration under the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannerAct. The Warrant Agent is hereby authorized to transferholder understands and agrees that each certificate representing Warrant Shares will bear the following legend: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in accordance with AS AMENDED (THE "ACT"), QUALIFIED OR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE RESTRICTED SECURITIES. THESE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN ANY MANNER ABSENT EITHER REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS COUNSEL THAT REGISTRATION UNDER SUCH LAWS IS NOT REQUIRED." The Company may deem and treat the provisions registered holder hereof as the absolute owner of this Section 5the Warrants (notwithstanding any notation of ownership or other writing hereon made by anyone), for the new Warrant Certificates required pursuant purpose of any exercise hereof, of any distribution to the provisions holder hereof, and for all other purposes, and the Company shall not be affected by any notices to the contrary. The Warrants do not entitle the holder hereof to any rights of this Section 5a stockholder of the Company.

Registration of Transfers and Exchanges. (a) Without the prior approval of the Unaffiliated Board (as such term is defined in the Securities Purchase Agreement), the Warrants may not be transferred by the Investor to any person, except to one or more of the Investor’s subsidiaries, or to any corporation, partnership or limited liability company that is an affiliate of the Investor (such persons, collectively, the “Permitted Transferees”), and any transfer or attempted transfer without such consent shall be void. Notwithstanding the foregoing, this Agreement shall not restrict the transfer of any Warrant Shares. (b) Prior to any proposed transfer of the Warrants as permitted by this Section 4, the transferring Holder will deliver to the Company a Certificate of Transfer in the form attached to the Warrant Certificate and, if so requested by the Company, such other information relating to the proposed transfer and the identity of the proposed transferee as the Company may reasonably request in order to confirm that the Warrants may be sold or otherwise transferred in the manner proposed. Upon original issuance thereof, and until such time as the same shall have been registered under the Securities Act or sold pursuant to Rule 144 promulgated thereunder (or any similar rule or regulation) each Warrant Certificate shall bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. (c) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time promptly register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purpose, Warrant Register upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Companytransfer, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Company. (d) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like series and tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. The Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by the Company. (e) The Holders of the Warrants are entitled to certain registration rights with respect to the Company Common Stock issuable upon the exercise thereof, which are set forth in the Registration Rights Agreement. By accepting a Warrant Certificate issued pursuant to this Agreement, the Holder agrees that upon exercise of some or all of the Warrants evidenced by such Warrant Agent in its customary mannerCertificate, such Holder will be bound by the Registration Rights Agreement as a holder of Registrable Securities thereunder. The Warrant Agent is hereby authorized to transfer, in accordance with A copy of the provisions of this Section 5, the new Warrant Certificates required pursuant Registration Rights Agreement may be obtained upon written request to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms Company. The Warrant Holders agree that prior to any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Securities Act, the Warrant Holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 3.5 relating to the transfer of such Warrant or Warrant Shares. The Warrant Holders agree that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 53.5 and of Section 3.3 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 53.6 hereof.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Warrant Agent in its customary manner. Subject to the terms holders agree that any proposed transfer of the Warrant Certificatesor of the Warrant Shares will be made only if such transfer is made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act. If such transfer is proposed to be made pursuant to an exemption from registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: “This warrant has been acquired for investment. This warrant and the securities issuable upon exercise of the warrant have not been registered under the Securities Act of 1933, as amended. Such securities may not be offered, sold, transferred, pledged, assigned or hypothecated without compliance with the transfer restrictions set forth in the Warrant Agreement dated [•], 2007 by and among the Company and the parties named therein and unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required.” Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Company agrees that it will make the Warrant Agent register available for inspection by the Holders during normal business hours at its office and that the Holders may rely on the Warrant register for purposes of complying with the preceding sentence. The Warrants shall be transferable in its customary manner. Subject whole or in part and, in the event that a Warrant Certificate is transferred in respect of fewer than all the Warrants evidenced by the Warrant Certificate, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the terms provisions of this Section 10 and of Section 8. If such transfer of Warrants is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if reasonably requested by the Company, deliver to the Company an opinion of counsel, which may be counsel to the Holder but which counsel must be reasonably satisfactory to the Company (provided that King & Spalding and Lowe▇▇▇▇▇▇, ▇▇ndler, Kohl, Fish▇▇ & ▇oyl▇▇ ▇▇all be deemed reasonably satisfactory), reasonably satisfactory in form, scope and substance to the Company, that the Warrants may be sold without registration under the Securities Act, as well as: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act); and (2) an agreement by such transferee to the impression of the restrictive legends set forth below on the Warrant Certificate. The Holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS." Notwithstanding the foregoing provisions of this Section 10, the restrictions upon the transferability of the Warrant CertificatesCertificates and the Securities Legend requirement set forth above in this Section 10 shall terminate as to any of the Warrant Securities (i) when and so long as such Warrant Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Securities Legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10 shall terminate as to any Warrant Security, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant Certificate or certificate for Warrant Shares bearing the following legend in place of the Securities Legend set forth above: "THE RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TERMINATED ON ______________, 19__, AND ARE OF NO FURTHER FORCE AND EFFECT." The Holders further agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 15, 1996, BETWEEN PHONETEL TECHNOLOGIES, INC. (THE "COMPANY") AND INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION ("ING") AND CERBERUS PARTNERS, L.P. ("CERBERUS"), AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 15, 1996, AMONG THE COMPANY, ING AND CERBERUS, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. ▇▇▇▇▇▇ agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesthis Section 5 hereof, register the transfer of any outstanding Warrant Certificates or Warrant Share Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate or Warrant Share Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate or Warrant Share Certificate (as applicable) shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates and Warrant Share Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant Agent will not have any duty or obligation to monitor a Warrantholder’s compliance with this section, and the Warrant Agent shall be fully protected and shall incur no liability for any transfer effected by it in violation of this section. The Warrantholders agree that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “Act”), the Warrantholder will deliver to the Company: (1) an opinion of counsel that the Warrant or Warrant Shares may be transferred without registration under the Act (2) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrantholders agree that each certificate representing Warrants or Warrant Shares will bear legends in substantially the following form: “The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel that such registration is not required.” “The securities represented by this certificate are subject to a call option upon the satisfaction of certain conditions described in Section 6.7 of the Warrant Agreement dated as of October 29, 2002 (as amended, supplemented and otherwise modified from time to time), between The Doe Run Resources Corporation and State Street Bank and Trust Company, as Warrant Agent (the “Warrant Agreement”).” “The securities represented by this certificate are subject to and entitled to the benefit of a put option upon the satisfaction of certain conditions described in, and subject to certain restrictions contained in, Section 6.6 of the Warrant Agreement.” Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust officeoffice designated for such purpose, which is currently located at the address listed in Section 12 13 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. Each Warrant and the Warrant Shares (or Other Securities) issuable upon the exercise thereof are subject in all respects to the provisions of the Investor Rights Agreement, which shall be executed on the date hereof by the Warrant Agent on behalf of the Warrantholders. Each Warrant Share Certificate (or Other Securities) issued upon the exercise of a Warrant and each certificate issued upon any direct or indirect transfer of any Warrant Shares (or Other Securities) issuable upon exercise of any Warrant shall be stamped or otherwise imprinted with legends in the form required under Section 4.1 of the Investor Rights Agreement. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, until the Separation Date with respect to any Warrant, such Warrant shall not be transferable without concurrent transfer of the One-Year Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such One-Year Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d).

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof --------- or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney . Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, until the Separation Date with respect to any Warrant, such Warrant shall not be transferable without concurrent transfer of the One-Year Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such One-Year Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement --------- and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be --------------------- subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES -------------- FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES -------------- FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY --------- BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Sectio▇ ▇(▇), of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below) or a legend of similar import on any Warrant Shares issued upon an exercise hereof. Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by completed and signed and a written instrument or instruments opinion of Holder's counsel that such transfer in form satisfactory is exempt from registration under the Securities Act, to the CompanyCompany at the office specified in or pursuant to Section 3(b), duly executed by provided, however that the registered holder or holders thereof or by Holder shall not make any transfers to any transferee pursuant to this Section for the duly appointed legal representative thereof or by a duly authorized attorneyright to acquire less than 1,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in 2 substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Warrant Agent. Cancelled Warrant Certificates transferee thereof shall thereafter be disposed deemed the acceptance of by the Warrant Agent in its customary manner. Subject to the terms such transferee of all of the rights and obligations of a holder of a Warrant. If this Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, assigned in accordance with the provisions terms hereof, then the Company agrees, upon the request of this Section 5the assignee, to amend or supplement promptly, any effective registration statement covering the new Warrant Certificates required Shares so that the direct assignee of the original Holder is added as a selling stockholder thereunder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b) for one or more New Warrants, evidencing in the provisions aggregate the right to purchase the number of this Section 5Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

Registration of Transfers and Exchanges. The (i) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it the Company for that purposepurpose (the "Warrant Register"), upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (ii) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof10 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied date of such exchange. (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5.c)

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by completed and signed and a written instrument or instruments opinion of Holder's counsel that such transfer in form satisfactory is exempt from registration under the Securities Act, to the CompanyCompany at the office specified in or 2 pursuant to Section 3(b); provided, duly executed by however that the registered holder or holders thereof or by Holder shall not make any transfers to any transferee pursuant to this Section for the duly appointed legal representative thereof or by a duly authorized attorneyright to acquire less than 1,000 Warrant Shares. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Warrant Agent. Cancelled Warrant Certificates transferee thereof shall thereafter be disposed deemed the acceptance of by the Warrant Agent in its customary manner. Subject to the terms such transferee of all of the rights and obligations of a holder of a Warrant. If this Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, assigned in accordance with the provisions terms hereof, then the Company agrees, upon the request of this Section 5the assignee, to amend or supplement promptly any effective registration statement covering the new Warrant Certificates required Shares so that the direct assignee of the original Holder is added as a selling stockholder thereunder. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Company specified in or pursuant to Section 3(b) for one or more New Warrants in the provisions name of this Section 5such Holder, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof SECTION 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "ACT"), the Warrant holders shall deliver to the Company: (1) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each certificate representing Warrant Shares shall bear a legend in substantially the following form (and any legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Securities Act: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred unless pursuant to a registration statement or in a transaction exempt from or to subject to registration under the Securities Act." Any certificate issued at any time in exchange or substitution for any certificate bearing such legend except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the Holder of such certificate (which counsel shall be reasonably satisfactory to Company) the securities represented thereby are not, at such time, required by law to bear such legend. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 SECTION 21 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 5SECTION 5 and of SECTION 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section SECTION 5.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. ▇▇▇▇▇▇ agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall or the Warrant Shares issued upon any exercise hereof may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on the terms and conditions set forth any New Warrant (as defined in the Section 2(b) below) or a legend of similar import on any Warrant Certificates, Shares issued upon an (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall from time to timebe void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the limitations and on Holder may transfer this Warrant, or any portion thereof, without the terms and conditions set forth in prior written consent of the Warrant CertificatesCompany, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Company specified in or pursuant to Section 10 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. (d) Unless the resale of the Warrant CertificatesShares has been registered under the Securities Act of 1933, as amended, each certificate for Warrant Certificates may be exchanged at Shares initially issued upon the option exercise of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agentthis Warrant, and shall surrendereach certificate for Warrant Shares issued to any subsequent transferee of any such certificate, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by stamped or otherwise imprinted with a legend in substantially the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transferfollowing form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, in accordance with the provisions of this Section 5AND MAY NOT BE OFFERED, the new Warrant Certificates required pursuant to the provisions of this Section 5SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.”

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company; provided, however, that the Holders shall not transfer Warrants to a number of Holders that would be unreasonably burdensome on the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment representation reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The Warrant Agent Holdings shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records Warrant Register to be maintained by it for that purpose, Holdings upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the CompanyHoldings, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Holdings. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, the Warrant holder will, if requested by Holdings, deliver to Holdings: (1) an investment covenant reasonably satisfactory to Holdings signed by the proposed transferee; (2) an agreement by such transferee to the placement of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that Holdings may place a notation in the stock books of Holdings or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this SECTION 4 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of the proposed transferee's counsel (reasonably satisfactory to Holdings) addressed to Holdings to the effect that the proposed Transfer of such Asset Bridge Notes may be effected without registration under the Securities Act. The Warrant holders agree that each certificate representing Warrants and Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS HOLDINGS HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, thereof when surrendered to the Warrant Agent Holdings at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Holdings.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to Concurrent with the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer surrender of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or Certificate(s) accompanied (if so required by the Company) by a written instrument or instruments of transfer substantially in the form satisfactory to the Companyof Exhibit B hereto, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon , the Company shall promptly register the transfer of any such registration of transfer, outstanding Warrant Certificates in a Warrant register to be maintained by the Company and promptly issue a new Warrant Certificate shall be issued to in the name of the transferee(s) and the ). The surrendered Warrant Certificate Certificate(s) shall thereupon be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. Each of the Holders represents and warrants to the Company that: (a) such Holder is an institutional accredited investor within the meaning of Regulation D of the Securities Act and the Warrants to be acquired by it pursuant to Section 12 of the Bridge Loan Agreement are being acquired for its own account and without a view to, or for resale in connection with, any distribution thereof or any interest therein; provided that the provisions of this Section shall not prejudice such Holder s right at all times to sell or otherwise dispose of all or any part of the Warrants so acquired pursuant to a registration under the Securities Act or an exemption from such registration available under the Securities Act; (b) such Holder has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Warrants, such Holder is capable of bearing the economic risks of such investment and such Holder has had the opportunity to conduct its own due diligence investigation in relation to its purchase of the Warrants hereunder; (c) no part of the funds used by such Holder to purchase the Warrants hereunder constitutes assets of any plan (as defined in Section 4975 of the Internal Revenue Code). The Holders agree that prior to any proposed transfer of the Warrant Agent or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act, pursuant to Rule 144 or Rule 144A under the Securities Act, or an opinion of counsel, reasonably satisfactory in its customary mannerform and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Securities Act, the Holder will, if requested by the Company, deliver to the Company: (1) an investment covenant substantially similar to Section 4(a) above signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: "NEITHER THE ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) NOR THE ISSUANCE OF ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAS BEEN REGISTERED UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS THEREUNDER OR (ii) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS." Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of the like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be be, upon issuance of the new Warrant Certificate(s), cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such the Company. On delivery of the Warrants by the Escrow Agent to the Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required Holder or Holders pursuant to the provisions of this Escrow Agreement, each Warrant Holder will have registration rights with respect to the Warrant Shares as set forth in Section 514 hereof.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from --------------------------------------- time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon in the records Warrant Register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject to the terms holders agree that no proposed transfer of the Warrant Certificatesor of the Warrant Shares will be made unless pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) under the Securities Act or upon the receipt by the Company of an opinion of counsel, reasonably satisfactory in form and substance to the Company, that such transfer is exempt from registration requirements under the Securities Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders --------- thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, no Warrant shall be transferable without concurrent transfer of the Five-Year Terminable Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such Five-Year Terminable Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to --------- this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be --------------------- subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, -------------- AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPENDED TO THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPENDED TO THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, --------------- AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE --------- ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d). (e) Any Warrant or Common Stock issued upon the exercise of a Warrant that, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor rule), is purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Warrants or Common Stock, as the case may be, no longer being "restricted securities" (as defined under Rule 144). Any certificate evidencing any Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock issued upon exercise thereof) shall bear a legend (the "Unit Legend") in substantially the ----------- following form: EACH WARRANT REPRESENTED BY THIS CERTIFICATE MUST TRADE AS A UNIT WITH ONE FIVE-YEAR TERMINABLE WARRANT (AS DEFINED IN THE WARRANT AGREEMENT GOVERNING THIS SECURITY) AND MAY NOT BE TRANSFERRED OR EXCHANGED WITHOUT THE SIMULTANEOUS TRANSFER OR EXCHANGE OF CERTIFICATES REPRESENTING ONE FIVE-YEAR TERMINABLE WARRANT FOR EACH WARRANT BEING TRANSFERRED OR EXCHANGED.

Registration of Transfers and Exchanges. The Warrant Agent (a) Subject to Section 2(c), the Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder Company at the office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 3(b). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring such New Warrant will be dated the date of such exchange. (i) By acceptance of this Warrant, the Holder acknowledges that it is acquiring this Warrant and the Warrant Shares issuable upon exercise hereof for its own account and not with a view to exchange a Warrant Certificate shall deliver a written request or for distribution or resale, without prejudice, however to the Warrant AgentHolder's right, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant subject to the provisions of the Purchase Agreement to which the original Holder and the Company are parties, of even date herewith, pursuant to which this Section 5Warrant was issued (the "Purchase Agreement"), at all times, to sell or otherwise dispose of all or any part of such securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), and in compliance with applicable federal and state securities laws or under an exemption from such registration. (ii) The Holder agrees to the imprinting, so long as is required by the Purchase Agreement, of the following legend on the Warrant and Warrant Shares: [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE] HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Registration of Transfers and Exchanges. NY 242,134,021v4 (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof duly endorsed or accompanied (if so required by of this Warrant, with the Company) by a written instrument or instruments Form of transfer in form satisfactory to the Company, Assignment attached hereto appropriately completed and duly executed by the registered holder Holder or holders thereof or by the duly appointed legal representative thereof or by a its duly authorized attorneyagent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee(stransferee (a “Transferee” ) and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant. Notwithstanding anything to the contrary contained in this Section 2(a), a transfer of any portion of this Warrant Agent. Cancelled will not be effected until the Company has received an opinion of counsel reasonably satisfactory to the Company, to the effect that registration under the Securities Act is not required in connection with such proposed transfer. (b) This Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered Company specified in or pursuant to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof3(b), for another Warrant Certificate one or other Warrant Certificates of like tenor and representing more New Warrants, evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by dated the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed date of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Class A Warrant 2 Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder Company at the office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 3(b). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to as set forth on the Companyreverse side of the form of Warrant Certificate attached hereto as Exhibit A, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, together with the opinion of counsel specified therein, if required. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. The Holders, by their acceptance of Warrant Agent Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in its customary mannera name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1) pursuant to an exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect, if the Company so requests), or, in the case of Warrant Shares only, pursuant to an effective registration statement under the Securities Act, and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each Holder, by acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agrees to, and each subsequent Holder is required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer is pursuant to clause (1) of this Subsection, will, if requested by the Company, deliver to the Company: (1) an investment covenant, signed by the proposed transferee, setting forth acceptance of the provisions referenced in this Section 4 reasonably satisfactory to the Company; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares or such other legend as the Company reasonably believes is required by law; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear a legend substantially in the following form: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF MAXXIM MEDICAL, INC., A TEXAS CORPORATION (THE "COMPANY") THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), OR, IN THE CASE OF SHARES ONLY, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AND MAY HAVE THE BENEFIT OF CERTAIN REGISTRATION RIGHTS, CONTAINED IN THE STOCKHOLDERS' AGREEMENT, DATED AS OF NOVEMBER 12, 1999, AS AMENDED FROM TIME TO TIME, A COPY OF WHICH TS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such Warrant Agent in its customary mannerthe Company. The Warrant Agent is hereby authorized On delivery of the Warrants by the Company to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required Purchasers pursuant to the provisions Purchase Agreement, each Holder that is a party to the Stockholders' Agreement, dated as of this Section 5November 12, 1999, among the Company and the other parties set forth on the signature pages thereto, as the same may be amended from time to time (the "Stockholders Agreement") will have registration rights with respect to the Warrant Shares set forth in the Stockholders' Agreement. Every Holder, by accepting a Warrant Certificate, consents and agrees with the Company and with every subsequent Holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments Assignment Form on the reverse of transfer in form satisfactory to the CompanyWarrant Certificate, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with such legal opinions, certificates or other information required by such Assignment Form. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. (b) The Holders agree that each Warrant Agent Certificate and any certificate representing the Warrant Shares will bear the following legend (the "Private Placement Legend"): "THIS SECURITY (OR ITS PREDECESSOR) (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. (c) The Holders agree that each Warrant Certificate issued during the period such Warrants are subject to the restrictions in its customary manner. the Stockholders Agreement of the Company dated August 17, 1999 (the "Stockholders Agreement") shall bear the following legend (the "Stockholders Agreement Legend"): THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 17, 1999, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. (d) Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed Upon any sale or accompanied (if so required by the Warrant Agent) by a written instrument or instruments transfer of transfer in form satisfactory to the Warrant Agent, the any Warrant Certificate or Certificates Warrant Shares pursuant to be so exchangedan effective registration statement under the Securities Act or satisfying the condition set forth in clause (1)(D) of the above Private Placement Legend, the Company shall permit the Holder thereof to exchange such Warrant Certificate or such Warrant Shares for another Warrant Certificate or certificate evidencing Warrant Shares, as applicable, that does not bear the Private Placement Legend set forth above. At any time after the time that the Warrants are not subject to the restrictions on transfer set forth in the Stockholders Agreement, the Company shall permit the Holder thereof to exchange such Warrant Certificate for another Warrant Certificate that does not bear the Stockholders Agreement Legend. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by the Company. (e) Each Holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with each subsequent holder of such Warrant Agent in its customary manner. The Certificate that, prior to due presentment of such Warrant Agent is hereby authorized to Certificate for registration of transfer, the Company may treat the person in accordance with whose name the provisions of this Section 5Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the new Warrant Certificates required pursuant Company nor any agent thereof shall be affected by any notice to the provisions of this Section 5contrary.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration Class A Warrant 2 statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder Company at the office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 3(b). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations registration requirements of the Securities Act. In connection with any transfer of this Warrant other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such Warrant under the Securities Act. Holder agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached ____________________________________ 1 Divisible protata among the investors. 79 hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring such New Warrant will be dated the date of such exchange. (c) This Warrant has been issued subject to exchange a Warrant Certificate shall deliver a written request to certain investment representations of the Warrant Agentoriginal Holder set forth in the Convertible Debenture Purchase Agreement among the Company and the Holder dated as of July 27, 2000 (the "Purchase Agreement") and shall surrender, duly endorsed may only be transferred or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer exchanged in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance compliance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5transfer restrictions contained therein.

Registration of Transfers and Exchanges. The Warrant Agent Company shall --------------------------------------- from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to any proposed transfer of the terms Warrants or of the Warrant CertificatesShares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment representation reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrants or Warrant Shares will bear the following legend until such Warrants or Warrant Shares have been sold pursuant to an effective registration statement under the Act: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER SAID ACT AND THE RULES AND REGULATIONS THEREUNDER AND OF ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or of such Warrant Certificates accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney; provided, however, that prior to effecting such transfer, the transferee shall agree (in a form reasonably satisfactory to the Company) to be bound by the terms of this Agreement, including, without limitation, Section 19. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. Until the Warrant Agent Certificate is transferred on the Warrant register of the Company, the Company may treat the Holder as shown in its customary manner. Subject to the terms Warrant register as the absolute owner of the Warrant CertificatesCertificate for all purposes, and notwithstanding any notice to the contrary. The Company agrees that it will make the Warrant register available for inspection by the Holders during normal business hours at its office and that the Holders may rely on the Warrant register for purposes of complying with the preceding sentence. (b) The Warrants shall be transferable in whole or in part and, in the event that a Warrant Certificate is transferred in respect of fewer than all the Warrants evidenced by the Warrant Certificate, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section 10 and of Section 8. (c) If any transfer of Warrants or Warrant Shares is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if reasonably requested by the Company, deliver to the Company an opinion of counsel, which may be counsel to the Holder but which must be reasonably satisfactory to the Company, reasonably satisfactory in form, scope and substance to the Company, that such Warrants or Warrant Shares may be sold without registration under the Securities Act, as well as: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee (except that no such covenant will be required in connection with a transfer effected in accordance with Rule 144A under the Securities Act); (2) an agreement by such transferee to the impression of the restrictive legends set forth below on the Warrant Certificate or on the certificate evidencing such Warrant Shares. The Holders agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend (the "Securities Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS." Notwithstanding the foregoing provisions of this Section 10, the restrictions upon the transferability of the Warrant Securities and the Securities Legend requirement set forth above in this Section 10 shall terminate as to any of the Warrant Securities (i) when and so long as such Warrant Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Securities Legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by this Section 10 shall terminate as to any Warrant Security, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant Certificate or certificate for Warrant Shares bearing the following legend in place of the Securities Legend set forth above: "THE RESTRICTIONS ON TRANSFERABILITY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE TERMINATED ON ______________, 19__, AND ARE OF NO FURTHER FORCE AND EFFECT." The Holders further agree that each Warrant Certificate and each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT PURCHASE AGREEMENT, DATED AS OF APRIL 15, 1996, BETWEEN BRUNSWICK BIOMEDICAL CORPORATION (THE "COMPANY") AND INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION (THE "PURCHASER"), AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF APRIL 15, 1996, AMONG THE COMPANY AND THE PURCHASER, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID." Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, thereof when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a , including, without limitation, upon an adjustment in the Exercise Price or in the number of Warrant Certificate shall deliver a written request to Shares purchasable upon exercise of the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchangedWarrants. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders --------- thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than to a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so --------- requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be --------------------- subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, -------------- AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, -------------- AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE --------- SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d). (e) Any Warrant or Common Stock issued upon the exercise of a Warrant that, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor rule), is purchased or owned by the Company or any Affiliate thereof may not be resold by the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction that results in such Warrants or Common Stock, as the case may be, no longer being

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Transfer Agent or to the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 12. Upon any such registration of or transfer, a new warrant to purchase Common 2 Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Warrant Agent. Cancelled Warrant Certificates transferee thereof shall thereafter be disposed deemed the acceptance of by such transferee of all of the Warrant Agent in its customary mannerrights and obligations of a holder of a Warrant. Subject to Section 14(g) below, any transfer or assignment of this Warrant and Warrant Shares obtained by the terms Holder in exercise of this Warrant is subject to the requirement that such securities be registered under the Securities Act of 1933, as amended (the "1933 Act"), and applicable state securities laws or exempt from registration under such laws. (b) This Warrant is exchangeable, upon the surrender hereof by the Holder to the office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereoffor one or more New Warrants, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder (provided, however, that the Company shall not be required to issue any such New Warrants in denominations of less than 50,000 warrants, or such lesser amount as may constitute the balance of the holders warrants). Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall from time to time, has been issued subject to certain investment representations of the limitations and on the terms and conditions original Holder hereof set forth in the Convertible Debenture Purchase Agreement (the "Purchase Agreement"), dated as of July 14, 1998, among the Company and purchasers of the Company's Series A 5% Convertible Debentures, Series B 5% Convertible Debentures and Series C 5% Convertible Debentures. This Warrant Certificatesmay be transferred only to the Company or pursuant to an available exemption from or in a transaction not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Subject thereto, the Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied completed and signed (if so required and payment by the Company) by Holder of any transfer taxes that are payable as a written instrument or instruments result of the transfer in form satisfactory of this Warrant to a person other than the Holder), to the Company, duly executed by Transfer Agent or to the registered holder Company at the office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 3(b). Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 3(b) for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder, but New Warrants shall not represent the right to purchase less than 1,000 Warrant Shares unless such smaller number of Warrant Shares represents the full number of Warrant Shares as are purchasable on exercise of the New Warrant. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant AgentCompany. Cancelled Canceled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company. The acceptance of the new Warrant Certificate by the Warrant Agent in its customary manner. Subject to transferee thereof shall be deemed the terms acceptance by such transferee of all of the rights and obligations of a holder of a Warrant CertificatesCertificate. The Holder agrees that each certificate representing Warrant Shares will bear the following legend until the Warrant Shares are registered or freely tradeable under the Securities Act of 1933, as amended and the regulations promulgated thereunder: NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall may only be transferred pursuant to an effective registration statement under the Securities Act, to the Company or pursuant to an available exemption from time to time, or in a transaction not subject to the limitations and on registration requirements of the terms and conditions set forth in the Warrant Certificates, register the Securities Act. In connection with any transfer of any outstanding this Warrant Certificates upon other than pursuant to an effective registration statement or to the records Company, the Company may require the transferor thereof to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required provide to the Company an opinion of counsel selected by the Company) by a written instrument or instruments transferor, the form and substance of transfer in form which opinion shall be reasonably satisfactory to the Company, duly executed to the effect that such transfer does not require registration of such Warrant under the Securities Act. ▇▇▇▇▇▇ agrees to the imprinting, so long as is required by this Section 2(a), of a legend substantially similar to that first above written on any New Warrant (as defined below). Any such transferee shall agree in writing to be bound by the registered holder terms of this Warrant and shall have the rights of Holder under this Warrant. The Company shall register the transfer of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Transfer Agent or holders thereof or by to the duly appointed legal representative thereof or by a duly authorized attorneyCompany at its address for notice set forth in Section 11. Upon any such registration of or transfer, a new warrant to purchase Series B Preferred, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing this Warrant so transferred shall be issued to the transferee(s) and transferee. The acceptance of the surrendered New Warrant Certificate by the transferee thereof shall be cancelled deemed the acceptance of such transferee of all of the rights and obligations of a Holder of this Warrant. (b) This Warrant is exchangeable, upon the surrender hereof by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject Holder to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed for notice set forth in Section 12 hereof11 for a New Warrant, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder. Any holder desiring to exchange a such New Warrant Certificate shall deliver a written request to will be dated the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments date of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5exchange.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, (1) Includes an option to purchase up to 375,000 additional shares to cover overallotments, if any. as amended (the "ACT"), or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SHARES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE ISSUED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (2) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof Section 4, register the transfer of any portion or all of any outstanding Warrant Certificates Certificate upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Company. (b) The Agent agrees, and by receiving a Warrant Agent. Cancelled Certificate, each Warrant-holder agrees, that prior to any proposed transfer of the Warrant Certificates shall thereafter or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), or an opinion of counsel that the Warrants or Warrant Shares may be disposed of transferred without registration under the Act, the Warrantholder will deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee to be bound by the provisions of this Agreement. The Agent agrees and each Warrantholder agrees that each certificate representing Warrant Shares will bear a legend in its customary mannersubstantially the following form unless at the time the Warrant is exercised there is an effective Registration Statement under the Act with respect to the Warrant Shares: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such registration is not required." (c) Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant AgentCompany, and shall surrender, duly endorsed or accompanied (if so required by the Warrant AgentCompany) by a written instrument or instruments of transfer in form satisfactory to the Warrant AgentCompany, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. (a) Transfer --------------------------------------- -------- and Exchange. The Warrant Agent Warrants shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates be transferable upon the records to be maintained by it surrender of a ------------ Warrant Certificate for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments registration of transfer and in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance compliance with the provisions of this Section 5Agreement. When a Warrant is presented to the Warrant Agent with a request to register a transfer, the new Warrant Agent shall register the transfer as requested if the requirements of Section 8-401(a) of the Uniform Commercial Code are met. When Warrants are presented to the Warrant Agent with a request to exchange them for an equal number of Warrants of other denominations, the Warrant Agent shall make the exchange as requested if the requirements of Sections 8-401(a)(1) and (2) of the Uniform Commercial Code of the State of New York are met. To permit registration of transfers and exchanges, the Company shall execute Warrant Certificates required at the Warrant Agent's request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer, exchange or exercise pursuant to this Section 6. Subject to the restrictions set forth in this Section 6, each Holder may at any time and from time to time freely transfer its Warrant and the Warrant Shares in whole or in part. No Warrant has been, and the Warrant Shares at the time of their issuance may not be, registered under the Securities Act, and, except as provided in any separate agreement providing for registration rights, nothing herein contained shall be deemed to require the Company to so register any Warrant or Warrant Shares. The Warrants and the Warrant Shares are issued or issuable subject to the provisions and conditions contained herein, and every Holder of a Warrant or Warrant Shares by accepting such Warrant or Warrant Shares agrees with the Company to such provisions and conditions, and represents to the Company that such Warrant has been acquired and the Warrant Shares will be acquired for the account of such Warrantholder for investment and not with a view to or for sale in connection with any distribution thereof. Except as otherwise permitted by this Section 56, each Warrant (including each Warrant issued upon the transfer of any Warrant) and/or all Warrant Shares, as appropriate, shall be stamped or otherwise imprinted with legends in substantially the following form: (i) THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS" and (ii) THIS SECURITY IS ALSO SUBJECT TO A SHAREHOLDERS AGREEMENT, DATED AS OF MAY 10, 2000, AMONG THE COMPANY, INVESTCORP INVESTMENT EQUITY LIMITED, THE OTHER HOLDERS OF THE CLASS D COMMON STOCK OF THE COMPANY AND DB CAPITAL INVESTORS L.P. A COPY OF SUCH SHAREHOLDERS AGREEMENT MAY BE OBTAINED WITHOUT CHARGE AND UPON REQUEST ADDRESSED TO THE SECRETARY OF THE COMPANY AT THE REGISTERED OFFICE OF THE COMPANY" and (iii) THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE REQUIRED TO BE EXERCISED UPON THE DEMAND OF THE COMPANY, UPON THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO SO REQUESTS A COPY OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE COMPANY" and (iv) THIS SECURITY IS SUBJECT TO MANDATORY REDEMPTION BY THE COMPANY. SUCH REDEMPTION CAN BE ACCOMPLISHED WITHOUT THE CERTIFICATES REPRESENTING SUCH SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE COMPANY GIVES NOTICE OF SUCH REDEMPTION. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SECURITYHOLDER WHO SO REQUESTS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH CLASS OF STOCK OR SERIES OF STOCK OF THE CORPORATION AUTHORIZED TO BE ISSUED, SO FAR AS THEY HAVE BEEN DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT CLASSES OR SERIES". Each Warrant issued upon the transfer of any Warrant shall bear the restrictive legends set forth above, unless, with respect to the legend in paragraph (i) above, to the extent that the Holder thereof has delivered to the Company an opinion of counsel (which may be an opinion of an internal counsel of the Holder) reasonably satisfactory to the Company to the effect that such legend is not required in order to ensure compliance with the Securities Act.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject (a) Subject to the limitations and on provisions of (b) below, the terms and conditions set forth in the Warrant Certificates, Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by pursuant to the duly appointed legal representative thereof or by a duly authorized attorneyterms hereof. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a Holder of this Warrant. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed represents all Warrants issued as part of by the Warrant Agent in its customary manner. Subject Units offered to investors pursuant to the terms of a Preferred Stock and Warrant Purchase Agreement dated , 1998 (the "Purchase Agreement"). Each Unit consists of one share of Series B Preferred Stock of the Company and a Warrant Certificatesto purchase Common Stock. Such Series B Preferred Stock and this Warrant cannot be transferred separately until the date on which the Series B Preferred Stock included in such unit is converted into Common Stock of the Company. In the event the Holder of this Warrant desires to transfer this Warrant, or any Warrant Certificates Shares issued upon the exercise hereof prior to the registration thereof pursuant to Section 4, the Holder shall provide the Company with a written notice describing the manner of such transfer and an opinion of counsel (reasonably acceptable to the Company) that the proposed transfer may be exchanged at the option of the holder(s) thereofeffected without registration or qualification (under any applicable federal or state law), when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange whereupon such Holder shall be cancelled by the entitled to transfer this Warrant Agent. Such cancelled or to dispose of any Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, Shares in accordance with the provisions notice delivered by such Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of this counsel satisfactory to the Company to prevent further transfers which would be in violation of Section 55 of the Securities Act or applicable state securities laws. (c) This Warrant is exchangeable, upon the new Warrant Certificates required surrender hereof by the Holder to the office of the Company specified in or pursuant to the provisions terms hereof for one or more New Warrants, evidencing in the aggregate the right to purchase the number of this Section 5Warrant Shares which may then be purchased hereunder. Any such New Warrants will be dated the date of such exchange.

Registration of Transfers and Exchanges. The (a) This Warrant Agent may not be sold, transferred, assigned pledged, hypothecated or otherwise disposed, directly or indirectly, in whole or in part, without the prior written consent of the Company. Any attempted sale, transfer, assignment, pledge, hypothecation or other disposition of this Warrant, or any portion thereof, shall from time to timebe void and without any force or effect; provided, however, that, subject to compliance with any applicable securities laws, the limitations and on Holder may transfer this Warrant, or any portion thereof, without the terms and conditions set forth in prior written consent of the Warrant CertificatesCompany, if such transfer is to (i) a spouse, child, grandchild, parent, sibling or custodian or trustee for the benefit of any such relatives, or (ii) any shareholder or affiliate entity. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 10. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New --- Warrant"), evidencing the portion of this Warrant so transferred shall be issued ------- to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferee(s) and transferring Holder. The acceptance of the surrendered New Warrant Certificate by the transferee thereof shall be cancelled deemed the acceptance of such transferee of all of the rights and obligations of a holder of this Warrant. (c) This Warrant is exchangeable, upon the surrender hereof by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant CertificatesCompany specified in or pursuant to Section 10 for one or more New Warrants, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. The Warrant Agent shall from time-to-time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof (together with the form of assignment on the reverse side thereof duly endorsed or filled in) to the Warrant Agent at its office designated for such purpose accompanied (if so required by it or the Company) by a written instrument or instruments of transfer (which shall be in a form reasonably satisfactory to the Warrant Agent and the Company), duly executed by the registered holder Holder or holders Holders thereof or by the duly appointed legal representative thereof thereof, or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate or Warrant Certificates (of like tenor and representing in the aggregate a like number of Warrants) shall be issued to the transferee(s) and transferee(s)and the surrendered Warrant Certificate or Warrant Certificates shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the such Warrant Agent in its customary manner. Subject a manner satisfactory to the terms of the Warrant Certificates, Company. Warrant Certificates may be exchanged at the option of the holder(s) Holder thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofoffice designated for such purpose, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in n the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then thereafter be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4, the new Warrant Certificates required pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposes. The Company may require payment of a sum sufficient to cover such reasonable charges (including, without limitation, any tax or other governmental charge that may be imposed and the fees and expenses of the Warrant Agent) as the Company or the Warrant Agent may prescribe in connection with any exchange or registration of transfer of Warrant Certificates.

Registration of Transfers and Exchanges. (a) The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, register the transfer of any outstanding portion of this Warrant Certificates upon in the records to be maintained by it for that purposeWarrant Register, upon surrender thereof duly endorsed or accompanied (if so required by of this Warrant, with the Company) by a written instrument or instruments Form of transfer in form satisfactory to the Company, Assignment attached hereto appropriately completed and duly executed by the registered holder Holder or holders thereof or by the duly appointed legal representative thereof or by a its duly authorized attorneyagent, to the Company at the office specified in or pursuant to Section 3(b) and upon the Holder's compliance with Section 4, provided that such transfer is made in compliance with the Securities Act and state securities laws. Upon any such registration of transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(stransferee (a "Transferee") and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the Transferee thereof shall be deemed the acceptance of such Transferee of all of the rights and obligations of a holder of a Warrant, including the obligations with regard to a mandatory conversion as set forth herein. (b) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered Company specified in or pursuant to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof3(b), for another Warrant Certificate one or other Warrant Certificates of like tenor and representing more New Warrants, evidencing in the aggregate a like the right to purchase the number of WarrantsWarrant Shares which may then be purchased hereunder (less any number of Warrant Shares which shall have been canceled in payment of the Exercise Price as provided in Section 3(b)). Any holder desiring to such New Warrant shall be dated the date of such exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrenderbe stamped or imprinted (unless registered under the Securities Act) with a legend in substantially the following form: NEITHER THIS WARRANT NOR THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, duly endorsed AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAW OR ANY OTHER SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS ALSO SUBJECT TO THE INVESTOR'S RIGHTS AGREEMENT DATED AS OF SEPTEMBER 7, 2004 BETWEEN THE HOLDER AND ▇▇▇▇▇▇▇▇'▇ INC., COPIES OF WHICH ARE ON FILE WITH ▇▇▇▇▇▇▇▇'▇ INC. The certificate or accompanied (if so required by the certificates for Warrant Agent) by a written instrument or instruments Shares issued upon exercise of transfer in form satisfactory to the this Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by stamped or imprinted (unless registered under the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent Securities Act) with a legend substantially in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5foregoing form.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney together with (if such transfer is pursuant to clause (1)(w)(III) of the next paragraph) the opinion of counsel specified therein. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be and disposed of by the Company. Each Holder, severally and not jointly, acknowledges and affirms its representations in Paragraph 6 of the Securities Purchase Agreement. The Warrant Agent holders and all holders of Warrant Shares, by their acceptance of Warrant Certificates or certificates evidencing Warrant Shares, agree that any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in its customary mannera name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares may be effected only (1) (w) inside the United States (I) to a person who the seller reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, (II) in accordance with Rule 144 under the Securities Act or (III) pursuant to another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel reasonably satisfactory to the Company to such effect), (x) to the Company, (y) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act or (z) pursuant to an effective registration statement under the Securities Act and (2) in each case, in accordance with the applicable securities laws of any state of the United States or any other applicable jurisdiction. Each holder of Warrant Certificates or certificates evidencing Warrant Shares, by acceptance thereof, agrees to, and each subsequent holder is required to, notify any purchaser thereof of the resale restrictions set forth above. Prior to any proposed resale, pledge or other transfer (including any transfer by issuance of Warrant Shares upon exercise of a Warrant evidenced by a Warrant Certificate in a name other than the name in which such Warrant Certificate is registered) of any Warrant or Warrant Shares, the Holder thereof shall give written notice to the Company of such Holder's intention to effect such transfer and the names and circumstances thereof and, if the proposed transfer is pursuant to clause (1)(w)(III) of the second preceding sentence, will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend: THE SECURITY REPRESENTED BY THIS CERTIFICATE (AND ANY PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMEND▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇▇▇ ▇▇▇"), ▇▇▇ THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (W) INSIDE THE UNITED STATES (I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE COMPANY SO REQUESTS), (X) TO THE COMPANY, (Y) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (Z) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (2) IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE TAG-ALONG DRAG-ALONG AGREEMENT DATED AS OF APRIL 30, 1998, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. Subject to the terms of the Warrant Certificatesforegoing provisions, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be and disposed of by such the Company. On delivery of the Warrants by the Company to the Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required holder or holders pursuant to the provisions Securities Purchase Agreement, each Warrant holder will have registration rights with respect to the Warrant Shares set forth in Section 13 hereof. Every Holder of this Section 5a Warrant Certificate, by accepting the same, consents and agrees with the Company and with every subsequent holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary.

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. Notwithstanding the foregoing, no Warrant shall be transferable without concurrent transfer of the Five-Year Terminable Warrant with which such Warrant comprises a Unit. The Warrant Agent shall not accept for transfer or exchange any such Warrant that is submitted for transfer or exchange without the concurrent submission of such Five-Year Terminable Warrant with which such Warrant comprises a Unit. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPENDED TO THIS SECURITY), (3) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPENDED TO THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (4) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (6) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d).

Registration of Transfers and Exchanges. (a) The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth time register in the Warrant Certificates, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purposeCertificates, upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in the form satisfactory to of the Companyassignment appearing at the end of the form of the Warrant Certificate attached as Exhibit A hereto, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Such Warrant register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Warrant Agent is hereby appointed "Warrant registrar" for the purpose of registering Warrants and transfers of Warrants as herein provided. Upon any such registration of transfer, a new Warrant Certificate of like tenor and representing in the aggregate a like number of Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject to the terms of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereofCorporate Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange exchange, transfer, exercise or conversion shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates cancelled as provided in this Section 6 shall then be disposed of by such the Warrant Agent in accordance with its customary mannerprocedures. Neither the Company nor the Warrant Agent shall be required to exchange or register a transfer of any of the Warrants surrendered for exercise or, if a portion of any Warrant is surrendered for exercise, such portion thereof surrendered for exercise. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of Section 5 and this Section 56, the new Warrant Certificates required pursuant to the provisions of this Section, and for the purpose of any distribution of Warrant Certificates contemplated herein. (b) Prior and as a condition to any sale or transfer of a Warrant or the Common Stock issued upon exercise thereof that bears the restrictive legend set forth in Section 6(c) or Section 6(d), respectively (other than to a "Qualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Warrant Agent, furnish to the Company and the Warrant Agent a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Agreement and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Warrant Agent reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. (c) Every Warrant that bears or is required under this Section 6(c) to bear the legend set forth in this Section 6(c) (together with any Common Stock issued upon exercise of the Warrants and required to bear the legend set forth in Section 6(d), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 6(c) (including the legend set forth below), unless such restrictions on transfer shall be waived by written consent of the Company, and the holder of each such Restricted Security, by such holder's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 6(c) and 6(d), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. Until two (2) years after the original issuance date of any Warrant, any certificate evidencing such Warrant (and all securities issued in exchange therefor or substitution thereof, other than Common Stock, if any, issued upon exercise thereof which shall bear the legend set forth in Section 6(d), if applicable) shall bear a legend in substantially the following form (unless such Warrants have been transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or unless otherwise agreed by the Company in writing, with notice thereof to the Warrant Agent): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) AND THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE WARRANT AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE WARRANT AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE WARRANT AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF SUCH LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the Warrant Agent to place the following legend on any Warrant held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any Warrant (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the Warrant Certificate representing such Warrant for exchange to the Warrant registrar in accordance with the provisions of this Section 6, be exchanged for a new Warrant Certificate, of like tenor and representing the same aggregate number of Warrants, which shall not bear the restrictive legend required by this Section 6(c). (d) Until the end of the holding period under Rule 144(k) of the Securities Act (or any successor provision) applicable to the Common Stock issued upon exercise of a Warrant, the stock certificate representing such Common Stock shall bear a legend in substantially the following form (unless such Common Stock has been sold pursuant to the exemption from registration provided by Rule 144 under the Securities Act or pursuant to a registration statement that has been declared effective under the Securities Act, and which continues to be effective at the time of such transfer, or such Common Stock has been issued upon the exercise of Warrants that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, and which was effective at the time of such transfer, or unless otherwise agreed by the Company in writing with written notice thereof to the Warrant Agent and any transfer agent for the Common Stock): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO THE ISSUER, (2) IN THE EVENT THIS SECURITY BECOMES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY), (4) TO A PERSON THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER APPEARING ON THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER IS AN EXHIBIT TO THE WARRANT AGREEMENT GOVERNING THIS SECURITY AND MAY BE OBTAINED FROM THE TRANSFER AGENT) IS DELIVERED PRIOR TO SUCH TRANSFER BY THE TRANSFEREE TO THE ISSUER AND THE TRANSFER AGENT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (7) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER HEREOF AGREES, THAT PRIOR TO SUCH TRANSFER, IT WILL FURNISH TO THE ISSUER AND THE TRANSFER AGENT AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS (OTHER THAN WITH RESPECT TO A TRANSFER PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) AND SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY THE HOLDER OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS AND IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3), (5), (6) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. The Company may, but is not obligated to instruct the transfer agent for the Company's Common Stock to place the following legend on any certificate evidencing shares of Common Stock held by or transferred to an "affiliate" (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER FOR PURPOSES OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY BE SOLD ONLY IN COMPLIANCE WITH RULE 144, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of Common Stock, which shall not bear the restrictive legend required by this Section 6(d).

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Companyit) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) transferees and the surrendered Warrant Certificate shall be cancelled canceled by the Warrant Agent. Cancelled Canceled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. Subject a manner satisfactory to the terms Company. By their possession of the Warrant Certificates, the Warrant holders shall be deemed to agree that prior to any proposed transfer of the Warrant or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Act, or an opinion of counsel, reasonably satisfactory in form and substance to the Company, that the Warrant or Warrant Shares may be sold publicly without registration under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a "stop transfer order" with any transfer agent or registrar with respect to the Warrant Shares; (4) an agreement by such transferee to be bound by the provisions of this Section 5 relating to the transfer of such Warrant or Warrant Shares; and (5) an opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed transfer of the Warrants or Warrant Shares (as the case may be) may be made without registration under the Act. The Warrant holders agree that each certificate representing Warrant Shares will bear the following legend: "THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled canceled by the Warrant Agent. Such cancelled canceled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary mannera manner satisfactory to the Company. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the any transfer of any outstanding this Warrant Certificates upon the records permitted under Section 12 hereof in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or hereof accompanied (if so required by the Company) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company, duly executed by the registered holder or holders thereof hereof or by the duly appointed legal representative thereof or by a duly authorized attorneyattorney and upon receipt of any applicable transfer taxes or evidence satisfactory to the Company that no such tax is due. Upon any such registration of transfer, a new Warrant Certificate of like tenor shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. If such transfer of this Warrant Agent in its customary manner. Subject is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), the Warrant holder will, if reasonably requested by the Company, deliver to the terms Company an opinion of counsel, which counsel and the form, scope and substance of which opinion shall be reasonably satisfactory to the Company, that this Warrant may be sold without registration under the Securities Act, as well as: (a) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (b) an agreement by such transferee to the impression of the restrictive investment legend set forth at the beginning of this Warrant; and (c) an agreement by such transferee to be bound by the provisions of this Warrant. This Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereofholder hereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing tenor, including, without limitation, upon an adjustment in the aggregate a like Exercise Price or in the number of WarrantsWarrant Shares purchasable upon exercise of this Warrant. Any holder desiring to exchange a The Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.

Registration of Transfers and Exchanges. The (a) This Warrant Agent shall from time or the Warrant Shares issued upon any exercise hereof may only be transferred (i) pursuant to timean effective registration statement under the Securities Act, subject (ii) to the limitations Company or (iii) pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In connection with any transfer of this Warrant or any Warrant Shares other than pursuant to an effective registration statement or to the Company, the Company may require the transferor thereof to provide to the Company an opinion of counsel to the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the Securities Act. Holder agrees to the imprinting, so long as is required by applicable securities laws, of a legend substantially similar to that first above written on any New Warrant (as defined in Section 2(b) below). Any such transferee shall agree by virtue of having a New Warrant registered in its name in accordance with Section 2(b) below to be bound by the terms of this Warrant and conditions set forth in shall have the Warrant Certificates, rights of Holder under this Warrant. (b) The Company shall register the transfer of any outstanding portion of this Warrant Certificates upon in conformance with Section 2(a) on the records to be maintained by it for that purposeWarrant Register, upon surrender thereof of this Warrant, with the Form of Assignment attached hereto duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory completed and signed, to the Company, duly executed by Company at the registered holder office specified in or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneypursuant to Section 12. Upon any such registration of or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant Certificate (any such new warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee(s) transferee and a New Warrant evidencing the surrendered remaining portion of this Warrant Certificate not so transferred, if any, shall be cancelled issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a holder of a Warrant. (c) This Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of is exchangeable, upon the surrender hereof by the Warrant Agent in its customary manner. Subject Holder to the terms office of the Warrant Certificates, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered Company specified in or pursuant to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof3(b), for another Warrant Certificate one or other Warrant Certificates of like tenor and representing more New Warrants, evidencing in the aggregate a like the right to purchase the number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall Shares which may then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5purchased hereunder.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof SECTION 6 hereof, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the "Act"), the Warrant holders shall deliver to the Company (1) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. It is understood that the Warrants and the Warrant Shares may not be transferred until they are released from escrow pursuant to the Agreement. The Warrant holders agree that each certificate representing Warrant Shares will bear a legend in substantially the following form: "The securities evidenced or constituted hereby have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such securities may not be sold, transferred, pledged or hypothecated unless the registration provisions of said Act have been complied with or unless the Company has received an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that such registration is not required." Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 12 SECTION 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 5SECTION 5 and of SECTION 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section SECTION 5.

Registration of Transfers and Exchanges. The Warrant Agent shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificatesof this Section 5, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the CompanyWarrant Agent) by a written instrument or instruments of transfer in form satisfactory to the CompanyWarrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner. The Warrant holders agree that they shall give five days prior written notice of transfer to the Company and that prior to any proposed transfer of the Warrants or of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement under the Securities Act of 1933, as amended (the “ACT”) prior to (X) the date which is two years (or such shorter period as may be prescribed by Rule 144(k) (or any successor provision thereto)) after the later of the date of original issuance of the Warrants and the last date on which the Company or any affiliate of the Company was the owner of such Warrants, or any predecessor thereto, and (Y) such later date, if any, as may be required by any subsequent change in applicable law, the Warrant holders shall deliver to the Company: (1) (a) an opinion of counsel reasonably acceptable to the Warrant Agent and the Company that the Warrant or Warrant Shares may be transferred without registration under the Act or (b) in the case of a transfer to a “qualified institutional buyer” (as defined in Rule 144A under the Act) in a transaction complying with Rule 144A, to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act) or outside the United States in compliance with Rule 904 under the Act, such certificates or letters, containing such representations and agreements, as are reasonably requested by the Company and/or the Warrant Agent; (2) customary representations and warranties, and covenants, regarding the transferee and the investment that are reasonably satisfactory to the Company signed by the proposed transferee; (3) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares to the extent required; and (4) an agreement by such transferee to be bound by the provisions of this Agreement. The Warrant holders agree that each certificate representing Warrant Shares shall bear a legend in substantially the following form (and any legend required by (i) any applicable state securities laws and (ii) any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the face thereof unless at the time of exercise such Warrant Shares shall be registered under the Act: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold or transferred unless pursuant to a registration statement or in a transaction exempt from or not subject to registration under the Securities Act.” Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution under a registration statement of the securities represented thereby) shall also bear such legend unless, in the opinion of counsel for the holder of such certificate (which counsel shall be reasonably satisfactory to the Company) the securities represented thereby are not, at such time, required by law to bear such legend. Subject to the terms of the Warrant Certificatesthis Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust stock transfer office, which is currently located at the address listed in Section 12 22 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfercountersign, in accordance with the provisions of this Section 55 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

Registration of Transfers and Exchanges. The Warrant Agent Company shall from time to time, subject to the limitations and on the terms and conditions set forth in the Warrant Certificates, time register the transfer of any outstanding Warrant Certificates upon the records in a Warrant register to be maintained by it for that purpose, the Company upon surrender thereof duly endorsed or accompanied (if so required by the Company) by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be canceled and disposed of by the Company. The Warrant Agent in its customary manner. Subject holders agree that prior to the terms any proposed transfer of the Warrant Certificatesor of the Warrant Shares, if such transfer is not made pursuant to an effective Registration Statement (as defined in the registration rights agreement referenced in the Merger Agreement) under the Act or the Company does not receive an opinion of counsel, reasonably satisfactory in form and substance to the Company, that such transfer is exempt from registration requirements under the Act, the Warrant holder will, if requested by the Company, deliver to the Company: (1) an investment covenant reasonably satisfactory to the Company signed by the proposed transferee; (2) an agreement by such transferee to the impression of the restrictive investment legend set forth below on the Warrant or the Warrant Shares; (3) an agreement by such transferee that the Company may place a notation in the stock books of the Company or a “stop transfer order” with any transfer agent or registrar with respect to the Warrant Shares; and (4) an agreement by such transferee to be bound by the provisions of this Section 4 relating to the transfer of such Warrant or Warrant Shares. The Warrant holders agree that each certificate representing Warrant Shares will bear (i) any legend that the Stockholders Agreement may require and (ii) the following legend: “THE SECURITIES EVIDENCED OR CONSTITUTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent Company at its principal corporate trust office, which is currently located at the address listed in Section 12 hereof, office for another Warrant Certificate or other Warrant Certificates Certificates, of like tenor and representing in the aggregate a like number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant Certificates shall then be canceled and disposed of by such Warrant Agent in its customary manner. The Warrant Agent is hereby authorized to transfer, in accordance with the provisions of this Section 5, the new Warrant Certificates required pursuant to the provisions of this Section 5Company.